Exhibit
10.2


 




 





GUARANTEE AND COLLATERAL
AGREEMENT


 


dated as of


 


August 20, 2004,


 


among


 


US ONCOLOGY HOLDINGS, INC.,


 


US ONCOLOGY, INC.,


 


THE SUBSIDIARIES OF US
ONCOLOGY, INC.


 


IDENTIFIED HEREIN


 


and


 


JPMORGAN CHASE BANK,


 


as Collateral Agent


 


 




[CS&M Ref. 6701-324]


 
























 


TABLE OF CONTENTS


 


	
  ARTICLE I

  
	
   

  	
   

  
	
  Definitions

  
	
   

  	
   

  
	
  SECTION 1.01. Credit Agreement

  	
   

  
	
   

  	
   

  
	
  SECTION 1.02. Other Defined Terms

  	
   

  
	
   

  	
   

  
	
  ARTICLE II

  
	
   

  	
   

  
	
  Guarantee

  
	
   

  	
   

  
	
  SECTION 2.01. Guarantee

  	
   

  
	
   

  	
   

  
	
  SECTION 2.02. Guarantee of Payment

  	
   

  
	
   

  	
   

  
	
  SECTION 2.03. No Limitations

  	
   

  
	
   

  	
   

  
	
  SECTION 2.04. Reinstatement

  	
   

  
	
   

  	
   

  
	
  SECTION 2.05. Agreement To Pay;
  Subrogation

  	
   

  
	
   

  	
   

  
	
  SECTION 2.06. Information

  	
   

  
	
   

  	
   

  
	
  ARTICLE III

  
	
   

  
	
  Pledge of Securities

  
	
   

  	
   

  
	
  SECTION 3.01. Pledge

  	
   

  
	
   

  	
   

  
	
  SECTION 3.02. Delivery of the Pledged
  Collateral

  	
   

  
	
   

  	
   

  
	
  SECTION 3.03. Representations,
  Warranties and Covenants

  	
   

  
	
   

  	
   

  
	
  SECTION 3.04. Certification of Limited
  Liability Company and Limited Partnership Interests

  	
   

  
	
   

  	
   

  
	
  SECTION 3.05. Registration in Nominee
  Name; Denominations

  	
   

  
	
   

  	
   

  
	
  SECTION 3.06. Voting Rights; Dividends
  and Interest

  	
   

  



 





















 


	
  ARTICLE IV

  
	
   

  	
   

  
	
  Security Interests in Personal Property

  
	
   

  	
   

  
	
  SECTION 4.01. Security Interest

  	
   

  
	
   

  	
   

  
	
  SECTION 4.02. Representations and
  Warranties

  	
   

  
	
   

  	
   

  
	
  SECTION 4.03. Covenants

  	
   

  
	
   

  	
   

  
	
  SECTION 4.04. Other Actions

  	
   

  
	
   

  	
   

  
	
  SECTION 4.05. Covenants Regarding
  Patent, Trademark and Copyright Collateral

  	
   

  
	
   

  	
   

  
	
  SECTION 4.06. Cash Management System

  	
   

  
	
   

  	
   

  
	
  ARTICLE V

  
	
   

  	
   

  
	
  Remedies

  
	
   

  	
   

  
	
  SECTION 5.01. Remedies Upon Default

  	
   

  
	
   

  	
   

  
	
  SECTION 5.02. Application of Proceeds

  	
   

  
	
   

  	
   

  
	
  SECTION 5.03. Grant of License to Use
  Intellectual Property

  	
   

  
	
   

  	
   

  
	
  SECTION 5.04. Securities Act

  	
   

  
	
   

  	
   

  
	
  ARTICLE VI

  
	
   

  	
   

  
	
  Indemnity, Subrogation and Subordination

  
	
   

  	
   

  
	
  SECTION 6.01. Indemnity and
  Subrogation

  	
   

  
	
   

  	
   

  
	
  SECTION 6.02. Contribution and
  Subrogation

  	
   

  
	
   

  	
   

  
	
  SECTION 6.03. Subordination

  	
   

  
	
   

  	
   

  
	
  ARTICLE VII

  
	
   

  	
   

  
	
  Miscellaneous

  
	
   

  	
   

  
	
  SECTION 7.01. Notices

  	
   

  
	
   

  	
   

  
	
  SECTION 7.02. Waivers; Amendment

  	
   

  
	
   

  	
   

  
	
  SECTION 7.03. Collateral Agent’s Fees
  and Expenses; Indemnification

  	
   

  
	
   

  	
   

  
	
  SECTION 7.04. Successors and Assigns

  	
   

  



 





















 


	
  SECTION 7.05. Survival of Agreement

  	
   

  
	
   

  	
   

  
	
  SECTION 7.06. Counterparts;
  Effectiveness; Several Agreement

  	
   

  
	
   

  	
   

  
	
  SECTION 7.07. Severability

  	
   

  
	
   

  	
   

  
	
  SECTION 7.08. Right of Set-Off

  	
   

  
	
   

  	
   

  
	
  SECTION 7.09. Governing Law;
  Jurisdiction; Consent to Service of Process

  	
   

  
	
   

  	
   

  
	
  SECTION 7.10. WAIVER OF JURY TRIAL

  	
   

  
	
   

  	
   

  
	
  SECTION 7.11. Headings

  	
   

  
	
   

  	
   

  
	
  SECTION 7.12. Security Interest
  Absolute

  	
   

  
	
   

  	
   

  
	
  SECTION 7.13. Termination or Release

  	
   

  
	
   

  	
   

  
	
  SECTION 7.14. Additional Subsidiaries

  	
   

  
	
   

  	
   

  
	
  SECTION 7.15. Collateral Agent
  Appointed Attorney-in-Fact

  	
   

  



 





















 


	
  Schedules

  	
   

  
	
   

  	
   

  
	
  Schedule I

  	
  Subsidiary Loan Parties

  
	
  Schedule II

  	
  Pledged Stock; Debt Securities

  
	
  Schedule III

  	
  Intellectual Property

  
	
  Schedule IV

  	
  Commercial Tort Claims

  
	
  Schedule V

  	
  Concentration Accounts

  
	
   

  	
   

  
	
  Exhibits

  	
   

  
	
   

  	
   

  
	
  Exhibit I

  	
  Form of Supplement

  
	
  Exhibit II

  	
  Form of Perfection Certificate

  
	
  Exhibit III

  	
  Form of Deposit Account Control Agreement

  



 





















 


GUARANTEE AND
COLLATERAL AGREEMENT  (this “Agreement”)
dated as of August 20, 2004, among US ONCOLOGY HOLDINGS, INC., a Delaware
corporation, US ONCOLOGY, INC., a Delaware corporation, the Subsidiaries of US
ONCOLOGY, INC. identified herein and JPMORGAN CHASE BANK, as Collateral Agent.


 


Reference is
made to the Credit Agreement dated as of August 20, 2004 (as amended,
supplemented or otherwise modified from time to time, the “Credit Agreement”), among US
Oncology, Inc. (the “Borrower”),
US Oncology Holdings, Inc. (“Holdings”),
the Lenders party thereto, JPMorgan Chase Bank, as Administrative Agent,
Wachovia Bank, National Association, as Syndication Agent and Citicorp North
America, Inc., as Documentation Agent. 
The Lenders have agreed to extend credit to the Borrower subject to the
terms and conditions set forth in the Credit Agreement.  The obligations of the Lenders to extend such
credit are conditioned upon, among other things, the execution and delivery of
this Agreement.  Holdings and the
Subsidiary Loan Parties are affiliates of the Borrower, will derive substantial
benefits from the extension of credit to the Borrower pursuant to the Credit
Agreement and are willing to execute and deliver this Agreement in order to
induce the Lenders to extend such credit. 
Accordingly, the parties hereto agree as follows:


 


ARTICLE I


 


Definitions


 


SECTION 1.01.  Credit
Agreement. 
(a)  Capitalized terms used in
this Agreement and not otherwise defined in this Agreement have the meanings
specified in the Credit Agreement.  All
terms defined in the New York UCC (as defined in this Agreement) and not
defined in this Agreement have the meanings specified therein.


 


(b)  The rules of construction specified in
Section 1.03 of the Credit Agreement also apply to this Agreement, mutatis
mutandis.


 


SECTION 1.02.  Other
Defined Terms. 
As used in this Agreement, the following terms have the meanings
specified below:


 


“Account Debtor” means any Person who is or who
may become obligated to any Grantor under, with respect to or on account of an
Account.


 


“Article 9 Collateral” has the meaning
assigned to such term in Section 4.01.


 


“Collateral” means Article 9 Collateral and
Pledged Collateral.


 


“Concentration
Accounts” mean those accounts listed on Schedule V and any other
account designated by a Grantor which is subject to the terms of a deposit


 





















 


account control agreement substantially in the form of Exhibit III
hereto or such other form reasonably satisfactory to the Collateral Agent.


 


“Copyright License” means any written agreement,
now or hereafter in effect, granting any right to any third party under any
copyright now or hereafter owned by any Grantor or that such Grantor otherwise
has the right to license, or granting any right to any Grantor under any
copyright now or hereafter owned by any third party, and all rights of any
Grantor under any such agreement.


 


“Copyrights” means all of the following now owned
or hereafter acquired by any Grantor: 
(a) all copyright rights in any work subject to the copyright laws
of the United States or any other country, whether as author, assignee,
transferee or otherwise and (b) all registrations and applications for
registration of any such copyright in the United States or any other country,
including registrations, recordings, supplemental registrations and pending
applications for registration in the United States Copyright Office, including
those listed on Schedule III.


 


“Credit Agreement” has the meaning assigned to
such term in the preliminary statement in this Agreement.


 


“Federal Securities Laws” has the meaning assigned
to such term in Section 5.04.


 


“General Intangibles” means all “General
Intangibles” of any Grantor as defined in Section 9-102(42) of the UCC.


 


“Grantors” means Holdings, the Borrower and the
Subsidiary Loan Parties.


 


“Guarantors” means Holdings and the Subsidiary
Loan Parties.


 


“Instrument”
has the meaning specified in Article 9 of the New York UCC.


 


“Intellectual Property” means all intellectual and
similar property of any Grantor of every kind and nature now owned or hereafter
acquired by any Grantor, including inventions, designs, Patents, Copyrights,
Licenses, Trademarks, trade secrets, confidential or proprietary technical and
business information, know-how or other data or information, software and databases
and all embodiments or fixations thereof and related documentation,
registrations and franchises, and all additions, improvements and accessions
to, and books and records describing or used in connection with, any of the
foregoing.


 


“License” means any Patent License, Trademark
License, Copyright License or other license or sublicense agreement to which
any Grantor is a party, including those listed on Schedule III.


 


2





















 


“Loan Document Obligations” means (a) the due and
punctual payment by the Borrower of (i) the principal of and interest
(including interest accruing during the pendency of any bankruptcy, insolvency,
receivership or other similar proceeding, regardless of whether allowed or
allowable in such proceeding) on the Loans, when and as due, whether at
maturity, by acceleration, upon one or more dates set for prepayment or
otherwise, (ii) each payment required to be made by the Borrower under the
Credit Agreement in respect of any Letter of Credit, when and as due, including
payments in respect of reimbursement of disbursements, interest thereon
(including interest accruing during the pendency of any bankruptcy, insolvency,
receivership or other similar proceeding, regardless of whether allowed or
allowable in such proceeding) and obligations to provide cash collateral, and
(iii) all other monetary obligations of the Borrower to any of the Secured
Parties under the Credit Agreement and each other Loan Document, including
obligations to pay fees, expense reimbursement obligations and indemnification
obligations, whether primary, secondary, direct, contingent, fixed or otherwise
(including monetary obligations incurred during the pendency of any bankruptcy,
insolvency, receivership or other similar proceeding, regardless of whether
allowed or allowable in such proceeding), (b) the due and punctual performance
of all other obligations of the Borrower under or pursuant to the Credit
Agreement and each other Loan Document, and (c) the due and punctual payment
and performance in full of all the obligations of each other Loan Party under
or pursuant to this Agreement and each other Loan Document.


 


“New York UCC” means the Uniform Commercial Code
as from time to time in effect in the State of New York.


 


“Obligations” means (a) Loan Document
Obligations and (b) the due and punctual payment and performance in full
of all obligations of each Loan Party under each Swap Agreement that (i) is in
effect on the Effective Date with a counterparty that is a Lender or an
Affiliate of a Lender as of the Effective Date or (ii) is entered into after
the Effective Date with any counterparty that is a Lender or an Affiliate of a
Lender at the time such Swap Agreement is entered into.


 


“Patent License” means any written agreement, now
or hereafter in effect, granting to any third party any right to make, use or
sell any invention on which a patent, now or hereafter owned by any Grantor or
that any Grantor otherwise has the right to license, is in existence, or
granting to any Grantor any right to make, use or sell any invention on which a
patent, now or hereafter owned by any third party, is in existence, and all
rights of any Grantor under any such agreement.


 


“Patents” means all of the following now owned or
hereafter acquired by any Grantor: 
(a) all letters patent of the United States or the equivalent
thereof in any other country, all registrations and recordings thereof, and all
applications for letters patent of the United States or the equivalent thereof
in any other country, including registrations, recordings and pending
applications in the United States Patent and Trademark Office or any similar
offices in any other country, including those listed on Schedule III, and
(b) all reissues, continuations, divisions, continuations-in-part,
renewals


 


3





















 


or extensions thereof, and the inventions disclosed or claimed therein,
including the right to make, use and/or sell the inventions disclosed or
claimed therein.


 


“Perfection Certificate” means a certificate
substantially in the form of Exhibit II, completed and supplemented with
the schedules and attachments contemplated thereby, and duly executed by a
Financial Officer and a legal officer of the Borrower.


 


“Pledged Collateral” has the meaning assigned to
such term in Section 3.01.


 


“Pledged Debt Securities” has the meaning assigned
to such term in Section 3.01.


 


“Pledged Securities” means any promissory notes,
stock certificates or other securities now or hereafter included in the Pledged
Collateral, including all certificates, instruments or other documents
representing or evidencing any Pledged Collateral.


 


“Pledged Stock” has the meaning assigned to such
term in Section 3.01.


 


“Proceeds” has the meaning specified in
Section 9-102 of the New York UCC.


 


“Secured Parties” means (a) the Lenders,
(b) the Collateral Agent, (c) the Administrative Agent, (d) the
Issuing Bank, (e) each counterparty to any Swap Agreement with a Loan
Party the obligations under which constitute Obligations and (f) the
successors and assigns of each of the foregoing.


 


“Security Interest” has the meaning assigned to
such term in Section 4.01.


 


“Subsidiary Loan Parties” means (a) the
Subsidiaries identified on Schedule I and (b) each other Subsidiary that
becomes a party to this Agreement as a Subsidiary Loan Party after the
Effective Date.


 


“Trademark License” means any written agreement,
now or hereafter in effect, granting to any third party any right to use any
trademark now or hereafter owned by any Grantor or that any Grantor otherwise
has the right to license, or granting to any Grantor any right to use any
trademark now or hereafter owned by any third party, and all rights of any
Grantor under any such agreement.


 


“Trademarks” means all of the following now owned
or hereafter acquired by any Grantor: (a) all trademarks, service marks,
trade names, domain names, corporate names, company names, business names,
fictitious business names, trade styles, trade dress, logos, other source or
business identifiers, designs and general intangibles of like nature, now
existing or hereafter adopted or acquired, all registrations and recordings
thereof, and all registration and recording applications filed in connection
therewith, including registrations and registration applications in the United
States Patent and


 


4





















 


Trademark Office or any similar offices in any State of the United
States or any other country or any political subdivision thereof, and all
extensions or renewals thereof, including those listed on Schedule III,
(b) all goodwill associated therewith or symbolized thereby and (c) all other
assets, rights and interests that uniquely reflect or embody such goodwill.


 


ARTICLE II


 


Guarantee


 


SECTION 2.01.  Guarantee.  Each Guarantor unconditionally guarantees,
jointly with the other Guarantors and severally, as a primary obligor and not
merely as a surety, the due and punctual payment and performance in full of the
Obligations.  Each Guarantor further
agrees that the Obligations may be extended or renewed, in whole or in part, or
amended or modified, without notice to or further assent from it, and that it
will remain bound upon its guarantee notwithstanding any extension, renewal,
amendment or modification of the Obligations. 
Each Guarantor waives presentment to, demand of payment from and protest
to the Borrower or any other Loan Party of the Obligations and also waives
notice of acceptance of its guarantee and notice of protest for nonpayment.


 


SECTION 2.02.  Guarantee of Payment.  Each Guarantor further agrees that its
guarantee hereunder constitutes a guarantee of payment when due and not of
collection, and waives any right to require that any resort be had by the
Collateral Agent or any other Secured Party to any security held for the
payment of the Obligations or to any balance of any deposit account or credit
on the books of the Collateral Agent or any other Secured Party in favor of the
Borrower or any other Person.


 


SECTION 2.03.  No Limitations.  (a) 
Except for termination of a Guarantor’s obligations hereunder as
expressly provided in Section 7.13, the obligations of each Guarantor
hereunder shall not be subject to any reduction, limitation, impairment or
termination for any reason, including any claim of waiver, release, surrender,
alteration or compromise, and shall not be subject to any defense or set-off,
counterclaim, recoupment or termination whatsoever by reason of the invalidity,
illegality or unenforceability of the Obligations or otherwise.  Without limiting the generality of the
foregoing, the obligations of each Guarantor hereunder shall not be discharged
or impaired or otherwise affected by (i) the failure of the Collateral
Agent or any other Secured Party to assert any claim or demand or to enforce
any right or remedy under the provisions of any Loan Document or otherwise;
(ii) any rescission, waiver, amendment or modification of, or any release
from any of the terms or provisions of, any Loan Document or any other
agreement, including with respect to any other Guarantor under this Agreement;
(iii) the release of, impairment of or failure to perfect any Lien held by
the Collateral Agent or any other Secured Party for the payment and performance
of the Obligations or any of them; (iv) any default, failure or delay,
wilful or otherwise, in the performance of the Obligations; or (v) any
other act or omission that may or might in any manner or to any extent vary the
risk of any Guarantor or otherwise operate as a discharge of any Guarantor as a
matter of law or equity (other than the indefeasible payment in full in cash of
the Obligations).  Each Guarantor
expressly authorizes the


 


5





















 


Collateral Agent (i) to take and hold security for the payment and
performance of the Obligations, (ii) to exchange, waive or release any or
all such security (with or without consideration), (iii) to enforce or
apply such security and direct the order and manner of any sale thereof in its
sole discretion or (iv) to release or substitute any one or more other
guarantors or obligors upon or in respect of the Obligations, all without
affecting the obligations of any Guarantor hereunder.


 


(b)  To the fullest extent permitted by applicable
law, each Guarantor waives any defense based on or arising out of any defense
of the Borrower or any other Loan Party or the unenforceability of the
Obligations or any part thereof from any cause, or the cessation from any cause
of the liability of the Borrower or any other Loan Party, other than the
indefeasible payment in full in cash of all the Obligations.  The Collateral Agent and the other Secured
Parties may, at their election, foreclose on any security held by one or more
of them by one or more judicial or nonjudicial sales, accept an assignment of
any such security in lieu of foreclosure, compromise or adjust any part of the
Obligations, make any other accommodation with the Borrower or any other Loan
Party or exercise any other right or remedy available to them against the
Borrower or any other Loan Party, without affecting or impairing in any way the
liability of any Guarantor hereunder except to the extent the Obligations have
been fully and indefeasibly paid in full in cash.  To the fullest extent permitted by applicable
law, each Guarantor waives any defense arising out of any such election even
though such election operates, pursuant to applicable law, to impair or to
extinguish any right of reimbursement or subrogation or other right or remedy
of such Guarantor against the Borrower or any other Loan Party, as applicable,
or any security.


 


SECTION 2.04.  Reinstatement.  Each of the Guarantors agrees that its
guarantee hereunder shall continue to be effective or be reinstated, as
applicable, if at any time payment, or any part thereof, of any Obligation is
rescinded or must otherwise be restored by the Collateral Agent or any other
Secured Party upon the bankruptcy or reorganization of the Borrower, any other
Loan Party or otherwise.


 


SECTION 2.05.  Agreement To Pay; Subrogation.  In furtherance of the foregoing and not in
limitation of any other right that the Collateral Agent or any other Secured
Party has at law or in equity against any Guarantor by virtue hereof, upon the
failure of the Borrower or any other Loan Party to pay any Obligation when and
as the same shall become due, whether at maturity, by acceleration, after
notice of prepayment or otherwise, each Guarantor hereby promises to and will
forthwith pay, or cause to be paid, to the Collateral Agent for distribution to
the applicable Secured Parties in cash the amount of such unpaid
Obligation.  Upon payment by any
Guarantor of any sums to the Collateral Agent as provided above, all rights of
such Guarantor against the Borrower or any other Loan Party arising as a result
thereof by way of right of subrogation, contribution, reimbursement, indemnity
or otherwise shall in all respects be subject to Article VI.


 


SECTION 2.06.  Information.  Each Guarantor assumes all responsibility for
being and keeping itself informed of the Borrower’s and each other Loan Party’s
financial condition and assets and of all other circumstances bearing upon the
risk of 


 


6





















 


nonpayment of the Obligations and the nature, scope and extent of the
risks that such Guarantor assumes and incurs hereunder and agrees that none of
the Collateral Agent or the other Secured Parties will have any duty to advise
such Guarantor of information known to it or any of them regarding such
circumstances or risks.


 


ARTICLE III


 


Pledge of Securities


 


SECTION 3.01.  Pledge.  As security for the payment or performance,
as applicable, in full of the Obligations, each Grantor hereby grants to the
Collateral Agent, its successors and assigns, for the ratable benefit of the
Secured Parties, a security interest in, all of such Grantor’s right, title and
interest in, to and under (a) the shares of capital stock and other Equity
Interests of the Borrower and each Subsidiary owned by it and listed on
Schedule II and any other Equity Interests of a Subsidiary obtained in the
future by such Grantor and the certificates representing all such Equity
Interests (the “Pledged Stock”), provided that the Pledged Stock
shall not include more than 65% of the outstanding voting Equity Interests of
any Foreign Subsidiary; (b)(i) the debt securities listed opposite the
name of such Grantor on Schedule II, (ii) any debt securities issued
after the Effective Date to such Grantor by Holdings, the Borrower and each
Subsidiary and (iii) the promissory notes and any other instruments
evidencing such debt securities (the “Pledged Debt Securities”);
(c) all other property that may be delivered to and held by the Collateral
Agent pursuant to the terms of this Section 3.01; (d) subject to
Section 3.06, all payments of principal or interest, dividends, cash,
instruments and other property from time to time received, receivable or
otherwise distributed in respect of, in exchange for or upon the conversion of,
and all other Proceeds received in respect of, the securities referred to in
clauses (a), (b) and (c) above; (e) subject to Section 3.06, all
rights and privileges of such Grantor with respect to the securities and other
property referred to in clauses (a), (b), (c) and (d) above; and
(f) all Proceeds of any of the foregoing (the items referred to in clauses
(a) through (f) above being collectively referred to as the “Pledged
Collateral”).


 


TO HAVE AND TO
HOLD the Pledged Collateral, together with all right, title, interest, powers,
privileges and preferences pertaining or incidental thereto, unto the
Collateral Agent, its successors and assigns, for the ratable benefit of the
Secured Parties, forever, subject,
however, to the terms,
covenants and conditions hereinafter set forth.


 


SECTION 3.02.  Delivery of the Pledged Collateral.  (a) 
Each Grantor agrees promptly to deliver or cause to be delivered to the
Collateral Agent any and all Pledged Securities.


 


(b)  Each Grantor will cause any Indebtedness for
borrowed money owed to such Grantor (i) by any Loan Party to be evidenced
by a duly executed promissory note that is pledged and delivered to the
Collateral Agent pursuant to the terms hereof and (ii) by any other Person
which is (A) in excess of $500,000 and (B) evidenced by a duly
executed promissory note to be pledged and delivered to the Collateral Agent
pursuant to the terms hereof.


 


7





















 


(c)  Upon delivery to the Collateral Agent, (i)
any Pledged Securities shall be accompanied by undated stock powers duly
executed in blank or other undated instruments of transfer reasonably
satisfactory to the Collateral Agent and by such other instruments and
documents as the Collateral Agent may reasonably request and (ii) all
other property comprising part of the Pledged Collateral shall be accompanied
by proper instruments of assignment duly executed by the applicable Grantor and
such other instruments or documents as the Collateral Agent may reasonably
request.  Each delivery of Pledged Securities
shall be accompanied by a schedule describing such Pledged Securities,
which schedule shall be attached hereto as a supplement to
Schedule II and made a part hereof, provided that failure to attach any such
schedule hereto shall not affect the validity of such pledge of such
Pledged Securities.  Each
schedule so delivered shall supplement any prior schedules so delivered.


 


SECTION 3.03.  Representations, Warranties and Covenants.  The Grantors jointly and severally represent,
warrant and covenant to and with the Collateral Agent, for the benefit of the
Secured Parties, that:


 


(a) Schedule II correctly sets forth the
percentage of the issued and outstanding shares (or units or other comparable
measure) of each class of the Equity Interests of the issuer thereof
represented by the Pledged Stock and includes all Equity Interests, debt
securities and promissory notes required to be pledged hereunder in order to
satisfy the Collateral and Guarantee Requirement;


 


(b) the Pledged Stock and Pledged Debt
Securities have been duly and validly authorized and issued by the issuers
thereof and (i) in the case of Pledged Stock, are fully paid and nonassessable
and (ii) in the case of Pledged Debt Securities, are legal, valid and binding
obligations of the issuers thereof;


 


(c) except for the security interests granted
hereunder, each of the Grantors (i) is and, subject to any transfers made
in compliance with the Credit Agreement, will continue to be the direct owner,
beneficially and of record, of the Pledged Securities indicated on
Schedule II as owned by such Grantor, (ii) holds the same free and
clear of all Liens, other than Liens created by any Loan Document and Liens
permitted by Section 6.02 of the Credit Agreement, (iii) will make no
assignment, pledge, hypothecation or transfer of, or create or permit to exist
any security interest in or other Lien on, the Pledged Collateral, other than
Liens created by any Loan Document, Liens permitted by Section 6.02 of the
Credit Agreement and transfers made in compliance with the Credit Agreement,
and (iv) will defend its title or interest thereto or therein against any
and all Liens (other than Liens created by any Loan Document and Liens
permitted by Section 6.02 of the Credit Agreement), however arising, of
all Persons whomsoever;


 


(d) except for restrictions and limitations
imposed by (i) the Loan Documents, (ii)  securities laws generally or
(iii)  customary provisions in joint venture agreements (other than any
such agreement in respect of a Permitted Real Estate Joint Venture) relating to
purchase options, rights for first refusal or call or


 


8





















 


similar rights of a third party that owns
Equity Interests in such joint venture, the Pledged Collateral is and will
continue to be freely transferable and assignable, and none of the Pledged
Collateral is or will be subject to any option, right of first refusal,
shareholders agreement, charter or by-law provision or contractual restriction
of any nature that might prohibit, impair, delay or otherwise affect the pledge
of such Pledged Collateral hereunder, the sale or disposition thereof pursuant
hereto or the exercise by the Collateral Agent of rights and remedies
hereunder;


 


(e) each of the Grantors has the power and
authority to pledge the Pledged Collateral pledged by it hereunder in the
manner hereby done or contemplated;


 


(f) no consent or approval of any
Governmental Authority, any securities exchange or any other Person was or is
necessary to the validity of the pledge effected hereby (other than such as
have been obtained and are in full force and effect);


 


(g) by virtue of the execution and delivery
by the Grantors of this Agreement, when any Pledged Securities are delivered to
the Collateral Agent in accordance with this Agreement, the Collateral Agent
will obtain, for the benefit of the Secured Parties, a legal, valid and
perfected lien
upon and security interest in such Pledged Securities as security for the
payment and performance of the Obligations; and


 


(h) the pledge effected hereby is effective
to vest in the Collateral Agent, for the ratable benefit of the Secured
Parties, the rights of the Collateral Agent in the Pledged Collateral as set
forth in this Agreement.


 


SECTION 3.04.  Certification of Limited Liability Company
and Limited Partnership Interests.  (a)  
Each Grantor acknowledges and agrees that (i) each interest in any
limited liability company or limited partnership controlled by any Grantor and
acquired after the Effective Date and pledged hereunder shall be represented by
a certificate, shall be a “security” within the meaning of Article 8 of
the New York UCC and shall be governed by Article 8 of the New York UCC
and (ii) each such interest shall at all times thereafter be represented only
by a certificate.


 


(b)  Each Grantor further acknowledges and agrees
that (i) the interests in any limited liability company or limited partnership
controlled by such Grantor and pledged hereunder that are not represented by a
certificate are not “securities” within the meaning of Article 8 of the
New York UCC and (ii) such Grantor shall at no time elect to treat any such
interest as a “security” within the meaning of Article 8 of the New York
UCC or  issue any certificate
representing such interest, unless such Grantor provides prior written
notification to the Collateral Agent of such election and immediately pledges
any such certificate to the Collateral Agent pursuant to the terms hereof.


 


SECTION 3.05.  Registration in Nominee Name;
Denominations. 
The Collateral Agent, on behalf of the Secured Parties, shall have the
right (in its sole and


 


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absolute discretion) to hold the Pledged Securities in the name of the
applicable Grantor, endorsed or assigned in blank or in favor of the Collateral
Agent or, upon the occurrence and during the continuance of an Event of
Default, in its own name as pledgee or the name of its nominee (as pledgee or
as sub-agent).  Each Grantor will
promptly give to the Collateral Agent copies of any notices or other
communications received by it with respect to Pledged Securities registered in
the name of such Grantor.  The Collateral
Agent shall at all times upon the occurrence and during the continuance of an
Event of Default have the right to exchange the certificates representing
Pledged Securities for certificates of smaller or larger denominations for any
purpose consistent with this Agreement.


 


SECTION 3.06.  Voting Rights; Dividends and Interest.  (a) 
Unless and until an Event of Default shall have occurred and be
continuing and the Collateral Agent shall have notified the Grantors that their
rights under this Section 3.06 are being suspended:


 


(i) Each Grantor shall be entitled to
exercise any and all voting and other consensual rights and powers inuring to
an owner of Pledged Securities or any part thereof for any purpose consistent
with the terms in this Agreement, the Credit Agreement and the other Loan
Documents, provided that
such rights and powers shall not be exercised in any manner that would
reasonably be expected to materially and adversely affect the rights inuring to
a holder of any Pledged Securities or the rights and remedies of any of the
Collateral Agent or the other Secured Parties under this Agreement or the
Credit Agreement or any other Loan Document or the ability of the Secured
Parties to exercise the same.


 


(ii) The Collateral Agent shall execute and
deliver to each Grantor, or cause to be executed and delivered to such Grantor,
all such proxies, powers of attorney and other instruments as such Grantor may
reasonably request for the purpose of enabling such Grantor to exercise the
voting and other consensual rights and powers it is entitled to exercise
pursuant to subparagraph (i) above.


 


(iii) Each Grantor shall be entitled to
receive and retain any and all dividends, interest, principal and other
distributions paid on or distributed in respect of the Pledged Securities to
the extent and only to the extent that such dividends, interest, principal and
other distributions are permitted by, and otherwise paid or distributed in
accordance with, the terms and conditions of the Credit Agreement, the other
Loan Documents and applicable laws, provided
that any noncash dividends, interest, principal or other distributions that
would constitute Pledged Stock or Pledged Debt Securities, whether resulting
from a subdivision, combination or reclassification of the outstanding Equity
Interests of the issuer of any Pledged Securities or received in exchange for
Pledged Securities or any part thereof, or in redemption thereof, or as a
result of any merger, consolidation, acquisition or other exchange of assets to
which such issuer may be a party or otherwise, shall be and become part of the
Pledged Collateral, and, if received by any Grantor, shall not be commingled by
such Grantor with any of its other funds or property but shall be held separate
and apart


 


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therefrom, shall be held in trust for the
benefit of the Collateral Agent and the other Secured Parties and shall be
forthwith delivered to the Collateral Agent in the same form as so received
(with any necessary endorsement as described in Section 3.03(c) or
otherwise).


 


(b)  Upon the occurrence and during the
continuance of an Event of Default, after the Collateral Agent shall have
notified the Grantors of the suspension of their rights under paragraph
(a)(iii) of this Section 3.06, all rights of any Grantor to dividends,
interest, principal or other distributions that such Grantor is authorized to
receive pursuant to paragraph (a)(iii) of this Section 3.06 shall
cease, and all such rights shall thereupon become vested in the Collateral
Agent, which shall have the sole and exclusive right and authority to receive
and retain such dividends, interest, principal or other distributions.  All dividends, interest, principal or other
distributions received by any Grantor contrary to the provisions of this
Section 3.06 shall be held in trust for the benefit of the Collateral
Agent and the other Secured Parties, shall be segregated from other property or
funds of such Grantor and shall be forthwith delivered to the Collateral Agent
upon demand in the same form as so received (with any necessary
endorsement).  Any and all money and
other property paid over to or received by the Collateral Agent pursuant to the
provisions of this paragraph (b) shall be retained by the Collateral Agent in
an account to be established by the Collateral Agent upon receipt of such money
or other property and shall be applied in accordance with the provisions of Section 5.02.  After all Events of Default have been cured
or waived and the Borrower has delivered to the Collateral Agent a certificate
to that effect, the Collateral Agent shall promptly repay to each Grantor (without
interest) all dividends, interest, principal or other distributions that such
Grantor would otherwise be permitted to retain pursuant to the terms of
paragraph (a)(iii) of this Section 3.06 and that remain in such account.


 


(c)  Upon the occurrence and during the
continuance of an Event of Default, after the Collateral Agent shall have
notified the Grantors of the suspension of their rights under paragraph (a)(i)
of this Section 3.06, all rights of any Grantor to exercise the voting and
other consensual rights and powers it is entitled to exercise pursuant to
paragraph (a)(i) of this Section 3.06, and the obligations of the
Collateral Agent under paragraph (a)(ii) of this Section 3.06, shall
cease, and all such rights shall thereupon become vested in the Collateral
Agent, which shall have the sole and exclusive right and authority to exercise
such voting and other consensual rights and powers, provided that, unless otherwise directed by the Required
Lenders, the Collateral Agent shall have the right from time to time following
and during the continuance of an Event of Default to permit the Grantors to
exercise such rights.  After all Events
of Default have been cured or waived, the Grantors shall have the right to
exercise the voting and consensual rights and powers that they would otherwise
be entitled to exercise pursuant to the terms of paragraph (a)(i) above.


 


(d)  Any notice given by the Collateral Agent to
the Grantors suspending their rights under paragraph (a) of this
Section 3.06 (i) may be given by telephone if promptly confirmed in writing,
(ii) may be given to one or more of the Grantors at the same or different times
and (iii) may suspend the rights of the Grantors under paragraph (a)(i) or
paragraph (a)(iii) of this Section 3.06 in part without suspending all
such rights


 


11





















 


(as specified by the Collateral Agent in its sole and absolute
discretion) and without waiving or otherwise affecting the Collateral Agent’s
rights to give additional notices from time to time suspending other rights so
long as an Event of Default has occurred and is continuing.


 


ARTICLE IV


 


Security
Interests in Personal Property


 


SECTION 4.01.  Security Interest.  (a)  As
security for the payment or performance, as applicable, in full of the
Obligations, each Grantor hereby grants to the Collateral Agent, its successors
and assigns, for the ratable benefit of the Secured Parties, a security
interest (the “Security Interest”) in all right, title or interest in or
to any and all of the following assets and properties now owned or at any time
hereafter acquired by such Grantor or in which such Grantor now has or at any
time in the future may acquire any right, title or interest (collectively, the
“Article 9 Collateral”):


 


(i) all Accounts;


 


(ii) all Chattel Paper;


 


(iii) all cash and Deposit Accounts;


 


(iv) all Documents;


 


(v) all Equipment;


 


(vi) all General Intangibles;


 


(vii) all Instruments;


 


(viii) all Inventory;


 


(ix) all Investment Property;


 


(x) all Letter-of-credit rights;


 


(xi) the commercial tort claims specified on
Schedule IV;


 


(xii) all books and records pertaining to the
Article 9 Collateral; and


 


(xiii) to the extent not otherwise included,
all Proceeds and products of any and all of the foregoing and all collateral
security, supporting obligations and guarantees given by any Person with
respect to any of the foregoing.


 


Notwithstanding
the foregoing, the Article 9 Collateral shall not include (i) any
Equipment that is subject to a purchase money lien or capital lease permitted
under the Credit Agreement to the extent the documents relating to such
purchase money lien or capital lease would not permit such Equipment to be
subject to the Security Interests


 


12





















 


created hereby and (ii) any general intangibles or other rights
arising under any joint venture agreements (other than the agreements governing
any Permitted Real Estate Joint Venture) to the extent that customary
provisions in such agreements would give any other party to such agreement the
right to terminate its obligations thereunder, provided that the
exclusions shall only apply to the extent that such termination right would not
be rendered ineffective pursuant to the UCC or any other applicable law.


 


(b)  Each Grantor hereby irrevocably authorizes
the Collateral Agent at any time and from time to time to file in any relevant
jurisdiction any initial financing statements (including fixture filings) with
respect to the Article 9 Collateral or any part thereof and amendments
thereto that (i) indicate the Collateral as “all assets” of such Pledgor
or such other description as the Collateral Agent may determine and
(ii) contain the information required by Article 9 of the Uniform
Commercial Code of each applicable jurisdiction for the filing of any financing
statement or amendment, including (A) whether such Grantor is an
organization, the type of organization and any organizational identification
number issued to such Grantor and (B) in the case of a financing statement
filed as a fixture filing or covering Article 9 Collateral constituting
minerals or the like to be extracted or timber to be cut, a sufficient
description of the real property to which such Article 9 Collateral
relates.  Each Grantor agrees to provide
such information to the Collateral Agent promptly upon request.


 


Each Grantor
also ratifies its authorization for the Collateral Agent to file in any
relevant jurisdiction any initial financing statements (including fixture
filings, as applicable) or other appropriate filings, recordings or registrations
or amendments thereto if filed prior to the date hereof.


 


The Collateral
Agent is further authorized to file with the United States Patent and Trademark
Office or United States Copyright Office (or any successor office or any
similar office in any other country) such documents as may be necessary or
advisable for the purpose of perfecting, confirming, continuing, enforcing or
protecting the Security Interest granted by each Grantor, without the signature
of any Grantor, and naming any Grantor or the Grantors as debtors and the
Collateral Agent as secured party.


 


(c)  The Security Interest is granted as security
only and shall not subject the Collateral Agent or any other Secured Party to,
or in any way alter or modify, any obligation or liability of any Grantor with
respect to or arising out of the Article 9 Collateral.


 


SECTION 4.02.  Representations and Warranties.  The Grantors jointly and severally represent
and warrant to the Collateral Agent and the other Secured Parties that:


 


(a)  Each Grantor has good and valid rights in and
title to the Article 9 Collateral and has full power and authority to
grant to the Collateral Agent, for the ratable benefit of the Secured Parties,
the Security Interest in such Article 9 Collateral pursuant hereto and to
execute, deliver and perform its obligations in accordance with the terms in


 


13





















 


this Agreement, without the consent or approval of any other Person
other than any consent or approval that has been obtained.


 


(b)  The Perfection Certificate has been duly
prepared, completed and executed and the information set forth therein,
including the exact legal name of each Grantor, is correct and complete in all
material respects as of the Effective Date. 
The Uniform Commercial Code financing statements (including fixture
filings, as applicable) or other appropriate filings, recordings or
registrations prepared by the Collateral Agent based upon the information
provided to the Collateral Agent in the Perfection Certificate for filing in
each governmental, municipal or other office specified in Schedule 2 to
the Perfection Certificate (or specified by notice from the Borrower to the
Collateral Agent after the Effective Date in the case of filings, recordings or
registrations required by Section 5.03(a), 5.03(b) or 5.12 of the Credit
Agreement), are all the filings, recordings and registrations (other than
filings required to be made in the United States Patent and Trademark Office
and the United States Copyright Office in order to perfect the Security
Interest in Article 9 Collateral consisting of United States Patents,
United States registered Trademarks (and Trademarks for which United States
registration applications are pending) and United States registered Copyrights)
that are necessary to publish notice of and protect the validity of and to
establish a legal, valid and perfected security interest in favor of the
Collateral Agent, for the ratable benefit of the Secured Parties, in respect of
all Article 9 Collateral in which the Security Interest may be perfected
by filing, recording or registration in the United States (or any political
subdivision thereof) and its territories and possessions, and no further or
subsequent filing, refiling, recording, rerecording, registration or
reregistration is necessary in any such jurisdiction, except as provided under
applicable law with respect to the filing of continuation statements.  Each Grantor represents and warrants that a
fully executed agreement in the form hereof and containing a description of all
Article 9 Collateral consisting of Intellectual Property with respect to
United States Patents and United States registered Trademarks (and Trademarks
for which United States registration applications are pending) and United States
registered Copyrights have been delivered to the Collateral Agent for recording
by the United States Patent and Trademark Office and the United States
Copyright Office pursuant to 35 U.S.C. § 261,
15 U.S.C. § 1060 or 17 U.S.C. § 205 and the
regulations thereunder, as applicable, and otherwise as may be required
pursuant to the laws of any other necessary jurisdiction, to protect the
validity of and to establish a legal, valid and perfected security interest in
favor of the Collateral Agent, for the ratable benefit of the Secured Parties,
in respect of all Article 9 Collateral consisting of United States
Patents, United States registered Trademarks (and Trademarks for which United
States registration applications are pending) and United States registered Copyrights
in which a security interest may be perfected by filing, recording or
registration in the United States (or any political subdivision thereof) and
its territories and possessions, and no further or subsequent filing, refiling,
recording, rerecording, registration or reregistration is necessary (other than
such actions as are necessary to perfect the Security Interest with respect to
any Article 9 Collateral consisting of United States Patents, United
States registered Trademarks (and Trademarks for which United States
registration applications are pending) and United States registered Copyrights
acquired or developed after the date hereof).


 


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(c)  The Security Interest constitutes (i) a
legal and valid security interest in all the Article 9 Collateral securing
the payment and performance of the Obligations, (ii) subject to the
filings described in Section 4.02(b), a perfected security interest in all
Article 9 Collateral in which a security interest may be perfected by
filing, recording or registering a financing statement or analogous document in
the United States (or any political subdivision thereof) and its territories
and possessions pursuant to the Uniform Commercial Code or other applicable law
in such jurisdictions and (iii) a security interest that shall be
perfected in all Article 9 Collateral in which a security interest may be
perfected upon the receipt and recording of this Agreement with the United
States Patent and Trademark Office and the United States Copyright Office, as
applicable, within the three-month period (commencing as of the date hereof)
pursuant to 35 U.S.C. § 261 or 15 U.S.C. § 1060 or the one
month period (commencing as of the date hereof) pursuant to 17 U.S.C.
§ 205 and otherwise as may be required pursuant to the laws of any other
necessary jurisdiction.  The Security
Interest is and shall be prior to any other Lien on any of the Article 9
Collateral, other than Permitted Encumbrances and Liens that are permitted by
the Credit Agreement and that have priority as a matter of applicable law.


 


(d)  The Article 9 Collateral is owned by the
Grantors free and clear of any Lien, except for Liens permitted under
Section 6.02 of the Credit Agreement. 
None of the Grantors has filed or consented to the filing of
(i) any financing statement or analogous document under the Uniform
Commercial Code or any other applicable laws covering any Article 9
Collateral, (ii) any assignment in which any Grantor assigns any Collateral
or any security agreement or similar instrument covering any Article 9
Collateral with the United States Patent and Trademark Office or the United
States Copyright Office or (iii) any assignment in which any Grantor
assigns any Article 9 Collateral or any security agreement or similar
instrument covering any Article 9 Collateral with any foreign
governmental, municipal or other office, which financing statement or analogous
document, assignment, security agreement or similar instrument is still in
effect, except, in each case, for Liens permitted under Section 6.02 of
the Credit Agreement.


 


SECTION 4.03.  Covenants.  (a) 
Each Grantor agrees promptly to notify the Collateral Agent in writing
of any change (i) in its corporate name, (ii) in the location of its
chief executive office or its principal place of business, (iii) in its
identity or type of organization or corporate structure, (iv) in its
Federal Taxpayer Identification Number or organizational identification number
or (v) in its jurisdiction of organization.  Each Grantor agrees to promptly provide the
Collateral Agent with certified organizational documents reflecting any of the
changes described in the first sentence of this Section 4.03(a).  Each Grantor agrees not to effect or permit
any change referred to in the second preceding sentence unless all filings have
been made under the Uniform Commercial Code or otherwise that are required in
order for the Collateral Agent to continue at all times following such change
to have a valid, legal and perfected first priority security interest (subject
to Liens permitted under Section 6.02 of the Credit Agreement) in the
Article 9 Collateral.  Each Grantor
agrees promptly to notify the Collateral Agent if any portion of the
Article 9 Collateral material to a Grantor’s business owned or held by
such Grantor is damaged or destroyed.


 


15





















 


(b)  Each Grantor agrees to maintain, at its own
cost and expense, such complete and accurate records with respect to the
Article 9 Collateral owned by it as is consistent with its current
practices and in accordance with such standard practices used in industries
that are the same as or similar to those in which such Grantor is engaged, but
in any event to include complete accounting records indicating all payments and
proceeds received with respect to any part of the Article 9 Collateral,
and, at such time or times as the Collateral Agent may reasonably request,
promptly to prepare and deliver to the Collateral Agent a duly certified schedule or
schedules in form and detail reasonably satisfactory to the Collateral Agent
showing the identity, amount and location of any and all Article 9
Collateral.


 


(c)  Each year, at the time of delivery of annual
financial statements with respect to the preceding fiscal year pursuant to
Section 5.01(a) of the Credit Agreement, the Borrower shall deliver to the
Collateral Agent a certificate executed by a Financial Officer of the Borrower
setting forth the information required pursuant to the Perfection Certificate
or confirming that there has been no change in such information since the date
of the Perfection Certificate delivered on the Effective Date or the date of
the most recent certificate delivered pursuant to this Section 4.03(c).  Each certificate delivered pursuant to this
Section 4.03(c) shall identify in the format of Schedule III all
Intellectual Property of any Grantor in existence on the date thereof and not
then listed on such Schedules or previously so identified to the Collateral Agent.


 


(d)  Each Grantor shall, at its own expense, take
any and all actions necessary to defend title to the Article 9 Collateral
(other than Article 9 Collateral that is deemed by the board of directors
of such Grantor to be immaterial to the conduct of its business) against all
Persons and to defend the Security Interest of the Collateral Agent in the
Article 9 Collateral and the priority thereof against any Lien not
expressly permitted pursuant to Section 6.02 of the Credit Agreement.  Nothing in this Agreement shall prevent any
Grantor from discontinuing the operation or maintenance of any of its assets or
properties if such discontinuance is (x) in the judgment of its board of
directors, desirable in the conduct of its business and (y) permitted by
the Credit Agreement.


 


(e)  Each Grantor agrees, at its own expense, to
execute, acknowledge, deliver and cause to be duly filed all such further
instruments and documents and take all such actions as the Collateral Agent may
from time to time reasonably request to better assure, preserve, protect and
perfect the Security Interest and the rights and remedies created hereby,
including the payment of any fees and taxes required in connection with the
execution and delivery of this Agreement, the granting of the Security Interest
and the filing of any financing statements (including fixture filings) or other
documents (including execution of agreements in the form of Exhibits IV, V and
VI and filing such agreements with the United States Patent and Trademark
Office or United States Copyright Office, as applicable) in connection herewith
or therewith.  If any amount payable to
any Grantor under or in connection with any of the Article 9 Collateral
shall be or become evidenced by any promissory note or other instrument in
excess of $500,000, such note or instrument shall be immediately pledged and
delivered to the Collateral Agent, duly endorsed in a manner satisfactory to
the Collateral Agent.


 


16





















 


(f)  The Collateral Agent and such Persons as the
Collateral Agent may reasonably designate shall have the right, at the
Grantors’ own cost and expense, to inspect the Article 9 Collateral, all
records related thereto (and to make extracts and copies from such records) and
the premises upon which any of the Article 9 Collateral is located, to
discuss the Grantors’ affairs with the officers of the Grantors and their
independent accountants and to verify under reasonable procedures, in
accordance with Section 5.09 of the Credit Agreement, the validity,
amount, quality, quantity, value, condition and status of, or any other matter
relating to, the Article 9 Collateral, including, (upon the occurrence and
during the continuance of a Default or with the consent of the applicable
Grantor (not to be unreasonably withheld)) in the case of Accounts or other
Article 9 Collateral in the possession of any third person, by contacting
Account Debtors or the third person possessing such Article 9 Collateral
for the purpose of making such a verification. 
Subject to Section 9.12 of the Credit Agreement, the Collateral
Agent shall have the absolute right to share any information it gains from such
inspection or verification with any Secured Party.


 


(g)  At its option, the Collateral Agent may
discharge past due Taxes, assessments, charges, fees or Liens at any time
levied or placed on the Article 9 Collateral and not permitted pursuant to
Section 6.02 of the Credit Agreement, and may pay for the maintenance and
preservation of the Article 9 Collateral to the extent any Grantor fails
to do so as required by the Credit Agreement or this Agreement, and each
Grantor jointly and severally agrees to reimburse the Collateral Agent on
demand for any payment made or any expense incurred by the Collateral Agent
pursuant to the foregoing authorization, provided that nothing in this paragraph shall be interpreted
as excusing any Grantor from the performance of, or imposing any obligation on
the Collateral Agent or any Secured Party to cure or perform, any covenants or
other promises of any Grantor with respect to Taxes, assessments, charges,
fees, Liens and maintenance as set forth in this Agreement or in the other Loan
Documents.


 


(h)  If at any time any Grantor shall take a
security interest in any property of an Account Debtor or any other Person with
a value in excess of $500,000 to secure payment and performance of an Account,
such Grantor shall promptly assign such security interest to the Collateral
Agent.  Such assignment need not be filed
of public record unless necessary to continue the perfected status of the
security interest against creditors of and transferees from the Account Debtor
or other Person granting the security interest.


 


(i)  Each Grantor shall remain liable to observe
and perform all the conditions and material obligations to be observed and
performed by it under each contract, agreement or instrument relating to the
Article 9 Collateral, all in accordance with the terms and conditions
thereof, and each Grantor jointly and severally agrees to indemnify and hold
harmless the Collateral Agent and the other Secured Parties from and against
any and all liability for such performance.


 


(j)  None of the Grantors shall make or permit to
be made an assignment, pledge or hypothecation of the Article 9 Collateral
or shall grant any other Lien in respect of the Article 9 Collateral,
except as permitted by the Credit Agreement. 
Subject to the


 


17





















 


immediately following sentence, none of the Grantors shall make or
permit to be made any transfer of the Article 9 Collateral and each
Grantor shall remain at all times in possession of the Article 9
Collateral owned by it, except as permitted by Sections 6.02 and 6.05 of
the Credit Agreement.  Without limiting
the generality of the foregoing, each Grantor agrees that it shall not permit
any Inventory to be in the possession or control of any warehouseman, agent,
bailee, or processor at any time unless (x) the aggregate fair value of
the Inventory in the possession of or subject to the control of such Person is
less than $500,000 or (y) such Person shall have been notified of the
Security Interest and shall have acknowledged in writing, in form and substance
reasonably satisfactory to the Collateral Agent, that such warehouseman, agent,
bailee or processor holds the Inventory for the benefit of the Collateral Agent
subject to the Security Interest and shall act upon the instructions of the
Collateral Agent without further consent from the Grantor, and that such
warehouseman, agent, bailee or processor further agrees to waive and release
any Lien held by it with respect to such Inventory, whether arising by
operation of law or otherwise.


 


(k)  None of the Grantors will, without the
Collateral Agent’s prior written consent, grant any extension of the time of
payment of any Accounts included in the Article 9 Collateral, compromise,
compound or settle the same for less than the full amount thereof, release,
wholly or partly, any Person liable for the payment thereof or allow any credit
or discount whatsoever thereon, other than compromises, compoundings,
settlements and collections made in the ordinary course of business or in
accordance with the reasonable business judgment of such Grantor.


 


(l)  The Grantors, at their own expense, shall
maintain or cause to be maintained insurance covering physical loss or damage
to the Inventory and Equipment in accordance with the requirements set forth in
Section 5.07 of the Credit Agreement. 
Each Grantor irrevocably makes, constitutes and appoints the Collateral
Agent (and all officers, employees or agents designated by the Collateral
Agent) as such Grantor’s true and lawful agent (and attorney-in-fact) for the
purpose, upon the occurrence and during the continuance of an Event of Default,
of making, settling and adjusting claims in respect of Article 9
Collateral under policies of insurance, endorsing the name of such Grantor on
any check, draft, instrument or other item of payment for the proceeds of such
policies of insurance and for making all determinations and decisions with
respect thereto.  In the event that any
Grantor at any time or times shall fail to obtain or maintain any of the
policies of insurance required under the Credit Agreement or to pay any premium
in whole or part relating thereto, the Collateral Agent may, without waiving or
releasing any obligation or liability of the Grantors hereunder or any Event of
Default, in its sole reasonable discretion, obtain and maintain such policies
of insurance and pay such premium and take any other actions with respect
thereto as the Collateral Agent deems advisable.  All sums disbursed by the Collateral Agent in
connection with this paragraph, including reasonable attorneys’ fees, court
costs, out-of-pocket expenses and other charges relating thereto, shall be
payable, upon demand, by the Grantors to the Collateral Agent and shall be
additional Obligations secured hereby.


 


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(m)  Each Grantor shall maintain, in form and
manner reasonably satisfactory to the Collateral Agent, records of its Chattel
Paper and its books, records and documents evidencing or pertaining thereto.


 


SECTION 4.04.  Other Actions.  In order to insure the attachment, perfection
and priority of, and the ability of the Collateral Agent to enforce, the
Security Interest, each Grantor agrees, in each case at such Grantor’s own
expense, to take the following actions with respect to the following
Article 9 Collateral:


 


(a) Instruments.  If any Grantor shall at any time hold or
acquire any Instruments with a value in excess of $500,000, such Grantor shall
forthwith endorse, assign and deliver the same to the Collateral Agent,
accompanied by such undated instruments of transfer or assignment duly executed
in blank as the Collateral Agent may from time to time reasonably request.


 


(b) Electronic Chattel Paper and
Transferable Records.  If any Grantor
at any time holds or acquires an interest in any electronic chattel paper or
any “transferable record,” as that term is defined in Section 201 of the
Federal Electronic Signatures in Global and National Commerce Act, or in
Section 16 of the Uniform Electronic Transactions Act as in effect in any
relevant jurisdiction, such Grantor shall promptly notify the Collateral Agent
thereof and, at the request of the Collateral Agent, shall take such action as
the Collateral Agent may reasonably request to vest in the Collateral Agent
control under New York UCC Section 9-105 of such electronic chattel
paper or control under Section 201 of the Federal Electronic Signatures in
Global and National Commerce Act or, as applicable, Section 16 of the
Uniform Electronic Transactions Act, as in effect in such jurisdiction, of such
transferable record.  The Collateral Agent
agrees with such Grantor that the Collateral Agent will arrange, pursuant to
procedures reasonably satisfactory to the Collateral Agent and so long as such
procedures will not result in the Collateral Agent’s loss of control, for the
Grantor to make alterations to the electronic chattel paper or transferable
record permitted under UCC Section 9-105 or, as applicable,
Section 201 of the Federal Electronic Signatures in Global and National
Commerce Act or Section 16 of the Uniform Electronic Transactions Act for
a party in control to allow without loss of control, unless an Event of Default
has occurred and is continuing or would occur after taking into account any
action by such Grantor with respect to such electronic chattel paper or
transferable record.


 


(c) Letter-of-Credit Rights.  If any Grantor is at any time a beneficiary
under a letter of credit now or hereafter issued in favor of such Grantor in an
amount in excess of $500,000, such Grantor shall promptly notify the Collateral
Agent thereof and, at the request and option of the Collateral Agent, such
Grantor shall, pursuant to an agreement in form and substance reasonably
satisfactory to the Collateral Agent, either (i) arrange for the issuer
and any confirmer of such letter of credit to consent to an assignment to the
Collateral Agent of the proceeds of any drawing under such letter of credit or
(ii) arrange for the Collateral Agent to become the transferee beneficiary
of such letter of credit, with the Collateral


 


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Agent agreeing, in each case, that the
proceeds of any drawing under such letter of credit are to be paid to the
applicable Grantor unless an Event of Default has occurred or is continuing.


 


(d) Commercial Tort Claims.  If any Grantor shall at any time hold or
acquire a commercial tort claim in an amount reasonably estimated to exceed
$2,500,000, the Grantor shall promptly notify the Collateral Agent thereof in a
writing signed by such Grantor including a summary description of such claim
and grant to the Collateral Agent, for the ratable benefit of the Secured
Parties, in such writing a security interest therein and in the proceeds
thereof, all upon the terms of this Agreement, with such writing to be in form
and substance reasonably satisfactory to the Collateral Agent.


 


SECTION 4.05.  Covenants Regarding Patent, Trademark and
Copyright Collateral.  (a) 
Each Grantor agrees that it will not do any act or omit to do any act
(and will exercise commercially reasonable efforts to prevent its licensees
from doing any act or omitting to do any act) whereby any Patent that is
material to the conduct of such Grantor’s business would become invalidated or
dedicated to the public, and agrees that it shall continue to mark any products
covered by a Patent with the relevant patent number as necessary and sufficient
in its reasonable judgment to establish and preserve its material rights under
applicable patent laws.


 


(b)  Each Grantor (either itself or through its
licensees or its sublicensees) will, for each Trademark material to the conduct
of such Grantor’s business, (i) maintain such Trademark in full force free
from any claim of abandonment or invalidity for non-use, (ii) use
commercially reasonable efforts to maintain the quality of products and
services offered under such Trademark, (iii) display such Trademark with
notice of Federal or foreign registration (or, if such Trademark is
unregistered, display such Trademark with notice as required for unregistered
Trademarks) to the extent necessary and sufficient to establish and preserve
its maximum rights under applicable law and (iv) not knowingly use or
knowingly permit the use of such Trademark in any violation of any third party
rights.


 


(c)  Each Grantor (either itself or through its
licensees or sublicensees) will, for each work covered by a Copyright material
to the conduct of such Grantor’s business, continue to publish, reproduce,
display, adopt and distribute the work with appropriate copyright notice as
necessary and sufficient in its reasonable judgment to establish and preserve
its material rights under applicable copyright laws.


 


(d)  Each Grantor shall notify the Collateral
Agent promptly if it knows that any Patent, Trademark or Copyright material to
the conduct of its business could reasonably be expected to become abandoned,
lost or dedicated to the public, or of any materially adverse determination or
development (including the institution of, or any such determination or
development in, any proceeding in the United States Patent and Trademark
Office, United States Copyright Office or any court or similar office of any
country) regarding such Grantor’s ownership of any Patent, Trademark or
Copyright, its right to register the same, or its right to keep and maintain
the same.


 


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(e)  In no event shall any Grantor, either itself
or through any agent, employee, licensee or designee, file an application with
respect to any Patent, Trademark or Copyright with the United States Patent and
Trademark Office, United States Copyright Office or any office or agency in any
political subdivision of the United States or in any other country or any
political subdivision thereof, unless it promptly informs the Collateral Agent
and, upon request of the Collateral Agent, executes and delivers any and all
agreements, instruments, documents and papers as the Collateral Agent may
reasonably request to evidence the Collateral Agent’s security interest in such
Patent, Trademark or Copyright, and each Grantor hereby appoints the Collateral
Agent as its attorney-in-fact to execute and file such writings as are
reasonably necessary for the foregoing purposes, all acts of such attorney
being hereby ratified and confirmed; such power, being coupled with an
interest, is irrevocable.


 


(f)  Each Grantor will take all reasonably
necessary steps that are consistent with the practice in any proceeding before
the United States Patent and Trademark Office, United States Copyright Office
or any office or agency in any political subdivision of the United States or in
any other country or any political subdivision thereof, to maintain and pursue
each registration or application that is material to the conduct of such
Grantor’s business relating to the Patents, Trademarks and/or Copyrights (and
to obtain the relevant grant or registration) and to maintain each issued
Patent and each registration of the Trademarks and Copyrights that is material
to the conduct of any Grantor’s business, including timely filings of
applications for renewal, affidavits of use, affidavits of incontestability and
payment of maintenance fees, and, if consistent with good business judgment, to
initiate opposition, interference and cancellation proceedings against third
parties.


 


(g)  In the event that any Grantor knows that any
Article 9 Collateral consisting of a Patent, Trademark or Copyright
material to the conduct of any Grantor’s business has been or is about to be
infringed, misappropriated or diluted by a third party, such Grantor promptly
shall notify the Collateral Agent and shall, if consistent with good business
judgment, promptly sue for infringement, misappropriation or dilution and to
recover any and all damages for such infringement, misappropriation or dilution
(and take any actions required by applicable law prior to instituting such suit),
and take such other actions as are appropriate under the circumstances to
protect such Article 9 Collateral. 
Nothing in this Agreement shall prevent any Grantor from discontinuing
the use or maintenance of any Article 9 Collateral consisting of a Patent,
Trademark or Copyright, or require any Grantor to pursue any claim of
infringement, misappropriation or dilution, if (x) such Grantor so
determines in its good business judgment and (y) it is not prohibited by
the Credit Agreement.


 


(h)  Upon and during the continuance of an Event
of Default, each Grantor shall, at the request of the Collateral Agent, use its
commercially reasonable efforts to obtain all requisite consents or approvals
by the licensor of each Copyright License, Patent License or Trademark License
to effect the assignment of all such Grantor’s right, title and interest
thereunder to the Collateral Agent or its designee.


 


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SECTION 4.06.  Cash Management System.  (a) 
The Concentration Accounts are subject to the terms of a deposit account
control agreement substantially in the form of Exhibit III hereto or such other
form reasonably satisfactory to the Collateral Agent.


 


(b)  Without the prior written consent of the
Collateral Agent, the Grantors shall not change their system of deposit
accounts and lockbox accounts or change their cash management systems, in each
case in a manner materially adverse to the Secured Parties.


 


ARTICLE V


 


Remedies


 


SECTION 5.01.  Remedies Upon Default.  Upon the occurrence and during the
continuance of an Event of Default, each Grantor agrees to deliver each item of
Collateral to the Collateral Agent on demand, and it is agreed that the
Collateral Agent shall have the right to take any of or all the following
actions at the same or different times: 
(a) with respect to any Article 9 Collateral consisting of
Intellectual Property, on demand, to cause the Security Interest to become an
assignment, transfer and conveyance of any of or all such Article 9 Collateral
by the applicable Grantors to the Collateral Agent, for the ratable benefit of
the Secured Parties, or to license or sublicense, whether general, special or
otherwise, and whether on an exclusive or nonexclusive basis, any such
Article 9 Collateral throughout the world on such terms and conditions and
in such manner as the Collateral Agent shall determine (other than in violation
of any then-existing licensing arrangements to the extent that waivers cannot
be obtained), and (b) with or without legal process and with or without
prior notice or demand for performance, to take possession of the
Article 9 Collateral and without liability for trespass to enter any
premises where the Article 9 Collateral may be located for the purpose of
taking possession of or removing the Article 9 Collateral and, generally,
to exercise any and all rights afforded to a secured party under the Uniform
Commercial Code or other applicable law. 
Without limiting the generality of the foregoing, each Grantor agrees
that the Collateral Agent shall have the right, subject to the mandatory
requirements of applicable law, to sell or otherwise dispose of all or any part
of the Collateral at a public or private sale or at any broker’s board or on
any securities exchange, for cash, upon credit or for future delivery as the
Collateral Agent shall deem appropriate. 
Each such purchaser at any sale of Collateral shall hold the property
sold absolutely, free from any claim or right on the part of any Grantor, and
each Grantor hereby waives (to the extent permitted by law) all rights of
redemption, stay and appraisal that such Grantor now has or may at any time in
the future have under any rule of law or statute now existing or hereafter
enacted.


 


The Collateral
Agent shall give the applicable Grantors 10 days’ written notice (which
each Grantor agrees is reasonable notice within the meaning of
Section 9-611 of the New York UCC or its equivalent in other
jurisdictions) of the Collateral Agent’s intention to make any sale of Collateral.  Such notice, in the case of a public sale,
shall state the time and place for such sale and, in the case of a sale at a


 


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broker’s board or on a securities exchange, shall state the board or
exchange at which such sale is to be made and the day on which the Collateral,
or portion thereof, will first be offered for sale at such board or
exchange.  Any such public sale shall be
held at such time or times within ordinary business hours and at such place or
places as the Collateral Agent may fix and state in the notice (if any) of such
sale.  At any such sale, the Collateral,
or portion thereof, to be sold may be sold in one lot as an entirety or in
separate parcels, as the Collateral Agent may determine in its sole and
absolute discretion.  The Collateral
Agent shall not be obligated to make any sale of any Collateral if it shall
determine not to do so, regardless of the fact that notice of sale of such
Collateral shall have been given.  The
Collateral Agent may, without notice or publication, adjourn any public or
private sale or cause the same to be adjourned from time to time by
announcement at the time and place fixed for sale, and such sale may, without
further notice, be made at the time and place to which the same was so
adjourned.  In case any sale of all or
any part of the Collateral is made on credit or for future delivery, the
Collateral so sold may be retained by the Collateral Agent until the sale price
is paid by the purchaser or purchasers thereof, but the Collateral Agent and
the other Secured Parties shall not incur any liability in case any such
purchaser or purchasers shall fail to take up and pay for the Collateral so
sold and, in case of any such failure, such Collateral may be sold again upon
like notice.  At any public (or, to the
extent permitted by law, private) sale made pursuant to this Agreement, any
Secured Party may bid for or purchase, free (to the extent permitted by law)
from any right of redemption, stay, valuation or appraisal on the part of any
Grantor (all said rights being also hereby waived and released to the extent
permitted by law), the Collateral or any part thereof offered for sale and may
make payment on account thereof by using any claim then due and payable to such
Secured Party from any Grantor as a credit against the purchase price, and such
Secured Party may, upon compliance with the terms of sale, hold, retain and
dispose of such property without further accountability to any Grantor
therefor.  For purposes hereof, a written
agreement to purchase the Collateral or any portion thereof shall be treated as
a sale thereof; the Collateral Agent shall be free to carry out such sale
pursuant to such agreement and no Grantor shall be entitled to the return of
the Collateral or any portion thereof subject thereto, notwithstanding the fact
that after the Collateral Agent shall have entered into such an agreement, all
Events of Default shall have been remedied and the Obligations paid in
full.  As an alternative to exercising
the power of sale herein conferred upon it, the Collateral Agent may proceed by
a suit or suits at law or in equity to foreclose this Agreement and to sell the
Collateral or any portion thereof pursuant to a judgment or decree of a court
or courts having competent jurisdiction or pursuant to a proceeding by a
court-appointed receiver.  Any sale
pursuant to the provisions of this Section 5.01 shall be deemed to conform
to the commercially reasonable standards as provided in Section 9-610(b)
of the New York UCC or its equivalent in other jurisdictions.


 


SECTION 5.02.  Application of Proceeds.  The Collateral Agent shall apply the proceeds
of any collection or sale of Collateral pursuant to this Article V,
including any Collateral consisting of cash, as follows:


 


FIRST, to the payment of all costs and expenses incurred by the
Collateral Agent and the Administrative Agent in connection with such
collection or sale or


 


23





















 


otherwise in connection with this Agreement,
any other Loan Document or any of the Obligations, including all court costs
and the fees and expenses of its agents and legal counsel, the repayment of all
advances made by the Collateral Agent hereunder or under any other Loan
Document on behalf of any Grantor and any other costs or expenses incurred in
connection with the exercise of any right or remedy hereunder or under any
other Loan Document;


 


SECOND, to the payment in full of the Obligations (the amounts so
applied to be distributed among the Secured Parties pro rata in accordance with
the amounts of the Obligations owed to them on the date of any such
distribution); and


 


THIRD, to the Grantors, their successors or assigns, or as a court of
competent jurisdiction may otherwise direct.


 


The Collateral
Agent shall have sole and absolute discretion as to the time of application of
any such proceeds, moneys or balances in accordance with this Agreement.  Upon any sale of Collateral by the Collateral
Agent (including pursuant to a power of sale granted by statute or under a
judicial proceeding), the receipt of the Collateral Agent or of the officer
making the sale shall be a sufficient discharge to the purchaser or purchasers
of the Collateral so sold and such purchaser or purchasers shall not be
obligated to see to the application of any part of the purchase money paid over
to the Collateral Agent or such officer or be answerable in any way for the
misapplication thereof.


 


SECTION 5.03.  Grant of License to Use Intellectual
Property.  For the purpose of
enabling the Collateral Agent to exercise rights and remedies under this
Agreement at such time as the Collateral Agent shall be lawfully entitled to
exercise such rights and remedies, each Grantor hereby grants to the Collateral
Agent an irrevocable, nonexclusive license (exercisable without payment of
royalty or other compensation to the Grantors) to use, license or sublicense
any of the Article 9 Collateral consisting of Intellectual Property now
owned or hereafter acquired by such Grantor, and wherever the same may be
located, and including in such license reasonable access to all media in which
any of the licensed items may be recorded or stored and to all computer
software and programs used for the compilation or printout thereof.  The use of such license by the Collateral
Agent shall be exercised, at the option of the Collateral Agent, only upon the
occurrence and during the continuance of an Event of Default, provided
that any license, sublicense or other transaction entered into by the
Collateral Agent in accordance herewith shall be binding upon the Grantors
notwithstanding any subsequent cure of an Event of Default.


 


SECTION 5.04.  Securities Act.  In view of the position of the Grantors in
relation to the Pledged Collateral, or because of other current or future
circumstances, a question may arise under the Securities Act of 1933, as now or
hereafter in effect, or any similar statute hereafter enacted analogous in
purpose or effect (such Act and any such similar statute as from time to time
in effect being called the “Federal Securities Laws”) with respect to
any disposition of the Pledged Collateral permitted hereunder.  Each Grantor understands that compliance with
the Federal Securities Laws might very strictly


 


24





















 


limit the course of conduct of the Collateral Agent if the Collateral
Agent were to attempt to dispose of all or any part of the Pledged Collateral,
and might also limit the extent to which or the manner in which any subsequent
transferee of any Pledged Collateral could dispose of the same.  Similarly, there may be other legal
restrictions or limitations affecting the Collateral Agent in any attempt to
dispose of all or part of the Pledged Collateral under applicable Blue Sky or
other state securities laws or similar laws analogous in purpose or
effect.  Each Grantor recognizes that in
light of such restrictions and limitations the Collateral Agent may, with
respect to any sale of the Pledged Collateral, limit the purchasers to those
who will agree, among other things, to acquire such Pledged Collateral for
their own account, for investment, and not with a view to the distribution or
resale thereof.  Each Grantor
acknowledges and agrees that in light of such restrictions and limitations, the
Collateral Agent, in its sole and absolute discretion (a) may proceed to
make such a sale whether or not a registration statement for the purpose of
registering such Pledged Collateral or part thereof shall have been filed under
the Federal Securities Laws and (b) may approach and negotiate with a
single potential purchaser to effect such sale. 
Each Grantor acknowledges and agrees that any such sale might result in
prices and other terms less favorable to the seller than if such sale were a
public sale without such restrictions. 
In the event of any such sale, the Collateral Agent shall incur no
responsibility or liability for selling all or any part of the Pledged
Collateral at a price that the Collateral Agent, in its sole and absolute
discretion, may in good faith deem reasonable under the circumstances,
notwithstanding the possibility that a substantially higher price might have
been realized if the sale were deferred until after registration as aforesaid
or if more than a single purchaser were approached.  The provisions of this Section 5.04 will
apply notwithstanding the existence of a public or private market upon which
the quotations or sales prices may exceed substantially the price at which the
Collateral Agent sells.


 


ARTICLE VI


 


Indemnity,
Subrogation and Subordination


 


SECTION 6.01.  Indemnity and Subrogation.  In addition to all such rights of indemnity
and subrogation as the Guarantors may have under applicable law (but subject to
Section 6.03), the Borrower agrees that (a) in the event a payment of
any Obligation shall be made by any Guarantor under this Agreement, the
Borrower shall indemnify such Guarantor for the full amount of such payment and
such Guarantor shall be subrogated to the rights of the Person to whom such
payment shall have been made to the extent of such payment and (b) in the
event any assets of any Grantor shall be sold pursuant to this Agreement or any
other Security Document to satisfy in whole or in part any Obligation owed to
any Secured Party, the Borrower shall indemnify such Grantor in an amount equal
to the fair value of the assets so sold.


 


SECTION 6.02.  Contribution and Subrogation.  Each Guarantor and Grantor (a “Contributing
Party”) agrees (subject to Section 6.03) that, in the event a payment
shall be made by any other Guarantor hereunder in respect of any Obligation or
assets of any other Grantor shall be sold pursuant to any Security Document to
satisfy any Obligation owed to any Secured Party and such other Guarantor or
Grantor (the 


 


25





















 


“Claiming Party”) shall not have been fully indemnified by the
Borrower as provided in Section 6.01, the Contributing Party shall
indemnify the Claiming Party in an amount equal to the amount of such payment
or the greater of the book value or the fair value of such assets, as
applicable, in each case multiplied by a fraction of which the numerator shall
be the net worth of the Contributing Party on the date hereof and the
denominator shall be the aggregate net worth of all the Guarantors and Grantors
on the date hereof (or, in the case of any Guarantor or Grantor becoming a
party hereto pursuant to Section 7.14, the date of the supplement hereto
executed and delivered by such Guarantor or Grantor).  Any Contributing Party making any payment to
a Claiming Party pursuant to this Section 6.02 shall be subrogated to the
rights of such Claiming Party under Section 6.01 to the extent of such
payment.


 


SECTION 6.03.  Subordination.  (a) 
Notwithstanding any provision in this Agreement to the contrary, all
rights of the Guarantors and Grantors under Sections 6.01 and 6.02 and all
other rights of indemnity, contribution or subrogation under applicable law or
otherwise shall be fully subordinated to the indefeasible payment in full in
cash of the Obligations.  No failure on
the part of the Borrower or any Guarantor or Grantor to make the payments
required by Sections 6.01 and 6.02 (or any other payments required under
applicable law or otherwise) shall in any respect limit the obligations and
liabilities of any Guarantor or Grantor with respect to its Obligations
hereunder, and each Guarantor and Grantor shall remain liable for the full
amount of the Obligations of such Guarantor or Grantor hereunder.


 


(b)  Each Guarantor and Grantor hereby agrees that
all Indebtedness and other monetary obligations owed by it to any other
Guarantor, Grantor or any other Subsidiary shall be fully subordinated to the
indefeasible payment in full in cash of the Obligations.


 


ARTICLE VII


 


Miscellaneous


 


SECTION 7.01.  Notices.  All communications and notices hereunder
shall (except as otherwise expressly permitted in this Agreement) be in writing
and given as provided in Section 9.01 of the Credit Agreement, provided
that any communication or notice hereunder from the Collateral Agent to any
Loan Party upon the occurrence and during the continuance of an Event of
Default may be given by telephone if promptly confirmed in writing.  All communications and notices hereunder to
any Subsidiary Loan Party shall be given to it in care of the Borrower as
provided in Section 9.01 of the Credit Agreement.


 


SECTION 7.02.  Waivers; Amendment.  (a)  No
failure or delay by any Secured Party in exercising any right or power
hereunder or under any other Loan Document shall operate as a waiver thereof,
nor shall any single or partial exercise of any such right or power, or any
abandonment or discontinuance of steps to enforce such a right or power,
preclude any other or further exercise thereof or the exercise of any other
right or power.  The rights and remedies
of the Secured Parties hereunder and under the 


 


26





















 


other Loan Documents are cumulative and are not exclusive of any rights
or remedies that they would otherwise have. 
No waiver of any provision in this Agreement or consent to any departure
by any Loan Party therefrom shall in any event be effective unless the same
shall be permitted by paragraph (b) of this Section 7.02, and then
such waiver or consent shall be effective only in the specific instance and for
the purpose for which given.  Without
limiting the generality of the foregoing, the making of a Loan or issuance of a
Letter of Credit shall not be construed as a waiver of any Default, regardless
of whether any Secured Party may have had notice or knowledge of such Default
at the time.  No notice or demand on any
Loan Party in any case shall entitle any Loan Party to any other or further
notice or demand in similar or other circumstances.


 


(b)  Neither this Agreement nor any provision
hereof may be waived, amended or modified except pursuant to an agreement or
agreements in writing entered into by the Collateral Agent and the Loan Party
or Loan Parties with respect to which such waiver, amendment or modification is
to apply, subject to any consent required in accordance with Section 9.02
of the Credit Agreement.


 


SECTION 7.03.  Collateral Agent’s Fees and Expenses;
Indemnification.  (a)  The parties hereto agree that the Collateral
Agent shall be entitled to reimbursement of its reasonable out-of-pocket
expenses incurred hereunder as provided in Section 9.03 of the Credit
Agreement.


 


(b)  Without limitation of its indemnification
obligations under the other Loan Documents, each Grantor and each Guarantor
jointly and severally agrees to indemnify the Collateral Agent and the other
Indemnitees (as defined in Section 9.03 of the Credit Agreement) against,
and hold each Indemnitee harmless from, any and all losses, claims, damages,
liabilities and related out-of-pocket expenses, including the fees, charges and
disbursements of any counsel for any Indemnitee, incurred by or asserted
against any Indemnitee arising out of, in connection with, or as a result of,
the execution, delivery or performance of this Agreement or any actual or
prospective claim, litigation, investigation or proceeding relating to any of
the foregoing agreements or instruments contemplated hereby, or to the
Collateral, whether or not any Indemnitee is a party thereto, provided that such indemnity
shall not, as to any Indemnitee, be available to the extent that such losses,
claims, damages, liabilities or related out-of-pocket expenses are determined
by a court of competent jurisdiction to have resulted from the gross negligence
or wilful misconduct of such Indemnitee or any of its Related Parties.


 


(c)  Any such amounts payable as provided
hereunder shall be additional Obligations secured hereby and by the other
Security Documents.  The provisions of
this Section 7.03 shall remain operative and in full force and effect
regardless of the termination of this Agreement or any other Loan Document, the
consummation of the transactions contemplated hereby, the repayment of any of
the Obligations, the invalidity or unenforceability of any term or provision of
this Agreement or any other Loan Document, or any investigation made by or on
behalf of the Collateral Agent or any other Secured Party.  All amounts due under this Section 7.03
shall be payable on written demand therefor.


 


27





















 


SECTION 7.04.  Successors and Assigns.  Whenever in this Agreement any of the parties
hereto is referred to, such reference shall be deemed to include the permitted
successors and assigns of such party; and all covenants, promises and
agreements by or on behalf of any Guarantor, Grantor or the Collateral Agent
that are contained in this Agreement shall bind and inure to the benefit of
their respective successors and assigns and shall inure to the benefit of the
other Secured Parties and their respective successors and assigns.


 


SECTION 7.05.  Survival of Agreement.  All covenants, agreements, representations
and warranties made by the Loan Parties in the Loan Documents and in the
certificates or other instruments prepared or delivered in connection with or
pursuant to this Agreement or any other Loan Document shall be considered to
have been relied upon by the Lenders and shall survive the execution and
delivery of the Loan Documents and the making of any Loans and issuance of any
Letters of Credit, regardless of any investigation made by any Lender or on its
behalf and notwithstanding that the Administrative Agent, the Collateral Agent,
the Issuing Bank or any Lender may have had notice or knowledge of any Default
or incorrect representation or warranty at the time any credit is extended
under the Credit Agreement, and shall continue in full force and effect as long
as the principal of or any accrued interest on any Loan or any fee or any other
amount payable under any Loan Document is outstanding and unpaid or any Letter
of Credit is outstanding and so long as the Commitments have not expired or
terminated.


 


SECTION 7.06.  Counterparts; Effectiveness; Several
Agreement.  This Agreement may be
executed in counterparts, each of which shall constitute an original but all of
which, when taken together, shall constitute single contract.  Delivery of an executed signature page to
this Agreement by facsimile transmission shall be as effective as delivery of a
manually signed counterpart of this Agreement. 
This Agreement shall become effective as to any Loan Party when a
counterpart hereof executed on behalf of such Loan Party shall have been
delivered to the Collateral Agent and a counterpart hereof shall have been
executed on behalf of the Collateral Agent, and thereafter shall be binding
upon such Loan Party and the Collateral Agent and their respective permitted
successors and assigns, and shall inure to the benefit of such Loan Party, the
Administrative Agent, the Collateral Agent and the other Secured Parties and
their respective successors and assigns, except that no Loan Party shall have
the right to assign or transfer its rights or obligations hereunder or any
interest in this Agreement or in the Collateral (and any such assignment or
transfer shall be void) except as contemplated by this Agreement or the Credit
Agreement.  This Agreement shall be
construed as a separate agreement with respect to each Loan Party and may be
amended, modified, supplemented, waived or released with respect to any Loan
Party without the approval of any other Loan Party and without affecting the
obligations of any other Loan Party hereunder.


 


SECTION 7.07.  Severability.  Any provision in this Agreement held to be
invalid, illegal or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such invalidity, illegality or
unenforceability without affecting the validity, legality and enforceability of
the remaining provisions hereof; the invalidity


 


28





















 


of a particular provision in a particular jurisdiction shall not
invalidate such provision in any other jurisdiction.  The parties shall endeavor in good-faith
negotiations to replace the invalid, illegal or unenforceable provisions with
valid provisions the economic effect of which comes as close as possible to
that of the invalid, illegal or unenforceable provisions.


 


SECTION 7.08.  Right of Set-Off.  If an Event of Default shall have occurred
and be continuing, each Lender and each of its Affiliates is hereby authorized
at any time and from time to time, to the fullest extent permitted by law, to
set off and apply any and all deposits (general or special, time or demand,
provisional or final) at any time held and other obligations at any time owing
by such Lender or Affiliate to or for the credit or the account of any Loan
Party against any of and all the obligations of such Loan Party now or
hereafter existing under this Agreement owed to such Lender, irrespective of
whether or not such Lender shall have made any demand under this Agreement and
although such obligations may be unmatured. 
The applicable Lender shall notify the Borrower, the Collateral Agent
and the Administrative Agent of such set-off or application, provided
that any failure to give or any delay in giving such notice shall not affect
the validity of any such set-off or application under this
Section 7.08.  The rights of each
Lender under this Section 7.08 are in addition to other rights and
remedies (including other rights of set-off) which such Lender may have.


 


SECTION 7.09.  Governing Law; Jurisdiction; Consent to
Service of Process.  (a)  This Agreement shall be construed in
accordance with and governed by the law of the State of New York.


 


(b)  Each of the parties hereto hereby irrevocably
and unconditionally submits, for itself and its property, to the nonexclusive
jurisdiction of the Supreme Court of the State of New York sitting in New York
County and of the United States District Court of the Southern District of New
York, and any appellate court from any thereof, in any action or proceeding
arising out of or relating to this Agreement or any other Loan Document, or for
recognition or enforcement of any judgment, and each of the parties hereto
hereby irrevocably and unconditionally agrees that all claims in respect of any
such action or proceeding may be heard and determined in such New York
State or, to the extent permitted by law, in such Federal court.  Each of the parties hereto agrees that a final
judgment in any such action or proceeding shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any other manner
provided by law.  Nothing in this
Agreement or any other Loan Document shall affect any right that the Collateral
Agent, the Issuing Bank, any Lender or any Loan Party may otherwise have to
bring any action or proceeding relating to this Agreement or any other Loan
Document in the courts of any jurisdiction.


 


(c)  Each of the Loan Parties hereby irrevocably
and unconditionally waives, to the fullest extent it may legally and
effectively do so, any objection that it may now or hereafter have to the
laying of venue of any suit, action or proceeding arising out of or relating to
this Agreement or any other Loan Document in any court referred to in paragraph
(b) of this Section 7.09.  Each of
the parties hereto hereby irrevocably waives,


 


29





















 


to the fullest extent permitted by law, the defense of an inconvenient
forum to the maintenance of such action or proceeding in any such court.


 


(d)  Each party to this Agreement irrevocably
consents to service of process in the manner provided for notices in
Section 7.01.  Nothing in this
Agreement or any other Loan Document will affect the right of any party to this
Agreement to serve process in any other manner permitted by law.


 


SECTION 7.10.  WAIVER OF JURY TRIAL.  EACH PARTY HERETO HEREBY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY
JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING
TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).  EACH PARTY HERETO (A) CERTIFIES THAT NO
REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY
OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK
TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER
PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER
THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 7.10.


 


SECTION 7.11.  Headings.  Article and Section headings and
the Table of Contents used in this Agreement are for convenience of reference
only, are not part of this Agreement and are not to affect the construction of,
or to be taken into consideration in interpreting, this Agreement.


 


SECTION 7.12.  Security Interest Absolute.  All rights of the Collateral Agent hereunder,
the Security Interest, the grant of a security interest in the Pledged
Collateral and all obligations of each Grantor and Guarantor hereunder shall be
absolute and unconditional irrespective of (a) any lack of validity or
enforceability of the Credit Agreement, any other Loan Document, any agreement
with respect to any of the Obligations or any other agreement or instrument
relating to any of the foregoing, (b) any change in the time, manner or
place of payment of, or in any other term of, all or any of the Obligations, or
any other amendment or waiver of or any consent to any departure from the
Credit Agreement, any other Loan Document or any other agreement or instrument,
(c) any exchange, release or non-perfection of any Lien on other
collateral, or any release or amendment or waiver of or consent under or
departure from any guarantee, securing or guaranteeing all or any of the
Obligations, or (d) any other circumstance that might otherwise constitute
a defense available to, or a discharge of, any Grantor or Guarantor in respect
of the Obligations or this Agreement.


 


SECTION 7.13.  Termination or Release.  (a) 
This Agreement and the Guarantees made in this Agreement shall terminate
and the Security Interest and all other security interests granted hereby shall
be automatically released when all the Loan Document Obligations have been
indefeasibly paid in full and the Lenders have no


 


30





















 


further commitment to lend under the Credit Agreement, the LC Exposure
has been reduced to zero and the Issuing Bank has no further obligations to
issue Letters of Credit under the Credit Agreement.


 


(b)  A Subsidiary Loan Party shall automatically
be released from its obligations hereunder and the Security Interest in the
Collateral of such Subsidiary Loan Party shall be automatically released upon
the consummation of any transaction permitted by the Credit Agreement as a
result of which such Subsidiary Loan Party ceases to be a Subsidiary.


 


(c)  Upon any sale or other transfer by any
Grantor of any Collateral that is permitted under the Credit Agreement, or upon
the effectiveness of any written consent to the release of the security
interest granted hereby in any Collateral pursuant to Section 9.02 of the
Credit Agreement, the security interest in such Collateral shall be
automatically released.


 


(d)  In connection with any termination or release
pursuant to paragraph (a), (b) or (c) of this Section 7.13, the
Collateral Agent shall execute and deliver to any Grantor, at such Grantor’s
expense, all documents that such Grantor shall reasonably request to evidence
such termination or release.  Any
execution and delivery of documents pursuant to this Section 7.13 shall be
without recourse to or warranty by the Collateral Agent.


 


SECTION 7.14.  Additional Subsidiaries.  Pursuant to Section 5.12 of the Credit
Agreement, each Subsidiary of a Loan Party that was not in existence or not a
Subsidiary on the date of the Credit Agreement and is not a Foreign Subsidiary
is required to enter in this Agreement as a Subsidiary Loan Party upon becoming
such a Subsidiary.  Upon execution and
delivery by the Collateral Agent and a Subsidiary of an instrument in the form
of Exhibit I hereto, such Subsidiary shall become a Subsidiary Loan Party
hereunder with the same force and effect as if originally named as a Subsidiary
Loan Party in this Agreement.  The
execution and delivery of any such instrument shall not require the consent of
any other Loan Party hereunder.  The
rights and obligations of each Loan Party hereunder shall remain in full force
and effect notwithstanding the addition of any new Loan Party as a party to
this Agreement.


 


SECTION 7.15.  Collateral Agent Appointed
Attorney-in-Fact.  Each Grantor
hereby appoints the Collateral Agent the attorney-in-fact of such Grantor for
the purpose of carrying out the provisions of this Agreement and taking any
action and executing any instrument that the Collateral Agent may deem
necessary or advisable to accomplish the purposes hereof, which appointment is
irrevocable and coupled with an interest. 
Without limiting the generality of the foregoing, the Collateral Agent
shall have the right, upon the occurrence and during the continuance of an
Event of Default, with full power of substitution either in the Collateral
Agent’s name or in the name of such Grantor (a) to receive, endorse,
assign and/or deliver any and all notes, acceptances, checks, drafts, money
orders or other evidences of payment relating to the Collateral or any part
thereof; (b) to demand, collect, receive payment of, give receipt for and
give discharges and releases of all or any of the Collateral; (c) to sign
the name of any Grantor 


 


31





















 


on any invoice or bill of lading relating to any of the Collateral;
(d) to send verifications of Accounts Receivable to any Account Debtor;
(e) to commence and prosecute any and all suits, actions or proceedings at
law or in equity in any court of competent jurisdiction to collect or otherwise
realize on all or any of the Collateral or to enforce any rights in respect of
any Collateral; (f) to settle, compromise, compound, adjust or defend any
actions, suits or proceedings relating to all or any of the Collateral;
(g) to notify, or to require any Grantor to notify, Account Debtors to make
payment directly to the Collateral Agent; and (h) to use, sell, assign,
transfer, pledge, make any agreement with respect to or otherwise deal with all
or any of the Collateral, and to do all other acts and things necessary to
carry out the purposes of this Agreement, as fully and completely as though the
Collateral Agent were the absolute owner of the Collateral for all purposes, provided
that nothing in this Agreement contained shall be construed as requiring or
obligating the Collateral Agent to make any commitment or to make any inquiry
as to the nature or sufficiency of any payment received by the Collateral
Agent, or to present or file any claim or notice, or to take any action with
respect to the Collateral or any part thereof or the moneys due or to become due
in respect thereof or any property covered thereby.  The Collateral Agent and the other Secured
Parties shall be accountable only for amounts actually received as a result of
the exercise of the powers granted to them in this Agreement, and neither they
nor their officers, directors, employees or agents shall be responsible to any
Grantor for any act or failure to act hereunder, except for their own gross
negligence or wilful misconduct.


 


[Signature
Pages to Follow]


 


32





















 


IN WITNESS
WHEREOF, the parties hereto have duly executed this Agreement as of the day and
year first above written.


 


	
   

  	
  US ONCOLOGY HOLDINGS, INC.,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by

  
	
   

  	
   

  	
  /s/
  Illegible

  
	
   

  	
   

  	
  Name:
  Illegible

  
	
   

  	
   

  	
  Title:
  Illegible

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  US ONCOLOGY, INC.,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  
	
   

  	
   

  	
  /s/  Bruce Broussard

  
	
   

  	
   

  	
  Name:  Bruce Broussard

  
	
   

  	
   

  	
  Title:  Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  EACH OF THE SUBSIDIARIES

  LISTED ON SCHEDULE I HERETO,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  
	
   

  	
   

  	
  /s/  Bruce Broussard

  
	
   

  	
   

  	
  Name:  Bruce Broussard

  
	
   

  	
   

  	
  Title: Vice President or Manager, as

  applicable

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  JPMORGAN CHASE BANK, AS

  COLLATERAL AGENT,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by

  
	
   

  	
   

  	
  /s/
  Illegible

  
	
   

  	
   

  	
  Name:
  Illegible

  
	
   

  	
   

  	
  Title:  Illegible

  
				



 


33





















 


Schedule I to


the Guarantee
and


Collateral
Agreement


 


SUBSIDIARY
LOAN PARTIES


 





















 


Schedule II to


the Guarantee
and


Collateral
Agreement


 


EQUITY
INTERESTS


 


	
  Issuer

  	
   

  	
  Number of 

  Certificate

  	
   

  	
  Registered

  Owner

  	
   

  	
  Number and

  Class of

  Equity Interest

  	
   

  	
  Percentage

  of Equity Interests

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


DEBT SECURITIES


 


	
  Issuer

  	
   

  	
  Principal

  Amount

  	
   

  	
  Date of Note

  	
   

  	
  Maturity Date

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 





















 


Schedule III to


the Guarantee
and


Collateral
Agreement


 


U.S.
COPYRIGHTS OWNED BY [NAME OF GRANTOR]


 


[Make a
separate page of Schedule III for each Grantor and state if no copyrights
are owned.  List in numerical order by
Registration No.]


 


U.S. Copyright Registrations


 


	
  Title

  	
   

  	
  Reg. No.

  	
   

  	
  Author

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


Pending U.S. Copyright Applications for
Registration


 


	
  Title

  	
   

  	
  Author

  	
   

  	
  Class

  	
   

  	
  Date Filed

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


Non-U.S. Copyright Registrations


 


[List in
alphabetical order by country/numerical order by Registration No. within each
country]


 


	
  Country

  	
   

  	
  Title

  	
   

  	
  Reg. No.

  	
   

  	
  Author

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


Non-U.S. Pending Copyright Applications for
Registration


 


[List in alphabetical order by country.]


 


	
  Country

  	
   

  	
  Title

  	
   

  	
  Author

  	
   

  	
  Class

  	
   

  	
  Date Filed

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 





















 


LICENSES


 


[Make a
separate page of Schedule III for each Grantor, and state if any Grantor
is not a party to a license/sublicense.]


 


I. 
Licenses/Sublicensees of [Name of Grantor] as Licensor on Date Hereof


 


A.  Copyrights


 


[List U.S.
copyrights in numerical order by Registration No.  List non-U.S. copyrights by country in
alphabetical order with Registration Nos. within each country in numerical
order.]


 


U.S. Copyrights


 


	
  Licensee Name

  and Address

  	
   

  	
  Date of License/

  Sublicense

  	
   

  	
  Title of

  U.S.

  Copyright

  	
   

  	
  Author

  	
   

  	
  Reg. No.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


Non-U.S. Copyrights


 


	
  Country

  	
   

  	
  Licensee Name

  and Address

  	
   

  	
  Date of License/

  Sublicensee

  	
   

  	
  Title of

  Non-U.S.

  Copyrights

  	
   

  	
  Author

  	
   

  	
  Reg. No.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


B.  Patents


 


[List U.S.
patent nos. and U.S. patent application nos. in numerical order.  List non-U.S. patent nos. and non-U.S.
application in alphabetical order by country, with

numbers within each country in numerical order.]


 





















 


U.S. Patents


 


	
  Licensee Name

  and Address

  	
   

  	
  Date of License/

  Sublicense

  	
   

  	
  Issue Date

  	
   

  	
  Patent No.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 





















 


U.S. Patent Applications


 


	
  Licensee Name

  and address

  	
   

  	
  Date of License/

  Sublicense

  	
   

  	
  Date Filed

  	
   

  	
  Application No.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


Non-U.S. Patents


 


	
  Country

  	
   

  	
  Licensee Name

  and Address

  	
   

  	
  Date of License/

  Sublicense

  	
   

  	
  Issue

  Date

  	
   

  	
  Non-U.S.

  Patent No.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


Non-U.S. Patent Applications


 


	
  Country

  	
   

  	
  Licensee Name

  and Address

  	
   

  	
  Date of License/

  Sublicense

  	
   

  	
  Date

  Filed

  	
   

  	
  Application No.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


C.  Trademarks


 


[List U.S.
trademark nos. and U.S. trademark application nos. in numerical order.  List non-U.S. trademark nos. and non-U.S.
application nos. with trademark nos. within each country in numerical order.]


 


U.S. Trademarks


 


	
  Licensee Name

  and Address

  	
   

  	
  Date of License/

  Sublicense

  	
   

  	
  U.S. Mark

  	
   

  	
  Reg. Date

  	
   

  	
  Reg. No.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 





















 


U.S. Trademark Applications


 


	
  Licensee Name

  and Address

  	
   

  	
  Date of License/

  Sublicense

  	
   

  	
  U.S. Mark

  	
   

  	
  Date Filed

  	
   

  	
  Application

  No.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


Non-U.S. Trademarks


 


	
  Country

  	
   

  	
  Licensee Name

  and Address

  	
   

  	
  Date of License/

  Sublicense

  	
   

  	
  Non-U.S.

  Mark

  	
   

  	
  Reg. Date

  	
   

  	
  Reg. No.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


Non-U.S. Trademark Applications


 


	
  Country

  	
   

  	
  Licensee Name

  and Address

  	
   

  	
  Date of License/

  Sublicense

  	
   

  	
  Non-U.S.

  Mark

  	
   

  	
  Date Filed

  	
   

  	
  Application

  No.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


D.  Others


 




	
  Licensee Name

  and Address

  	
   

  	
  Date of License/

  Sublicense

  	
   

  	
  Subject

  Matter

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  






 





















 


II. 
Licensees/Sublicenses of [Name of Grantor] as Licensee on Date Hereof


 


A.  Copyrights


 


[List U.S.
copyrights in numerical order by Registration No.  List non-U.S. copyrights by country in
alphabetical order, with Registration Nos. within each country in numerical
order.]


 


U.S. Copyrights


 


	
  Licensor Name and

  Address

  	
   

  	
  Date of License/

  Sublicense

  	
   

  	
  Title of

  U.S. Copyright

  	
   

  	
  Author

  	
   

  	
  Reg. No.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


Non-U.S. Copyrights


 


	
  Country

  	
   

  	
  Licensor Name

  and Address

  	
   

  	
  Date of

  License/

  Sublicensee

  	
   

  	
  Title of

  Non-U.S.

  Copyrights

  	
   

  	
  Author

  	
   

  	
  Reg. No.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


B.  Patents


 


[List U.S.
patent nos. and U.S. patent application nos. in numerical order.  List non-U.S. patent nos. and non-U.S.
application nos. in alphabetical order by country with patent nos. within each
country in numerical order.]


 


U.S. Patents


 


	
  Licensor Name

  and Address

  	
   

  	
  Date of

  License/

  Sublicense

  	
   

  	
  Issue Date

  	
   

  	
  Patent No.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 





















 


U.S. Patent Applications


 




	
  Licensor Name

  and Address

  	
   

  	
  Date of License/

  Sublicense

  	
   

  	
  Date Filed

  	
   

  	
  Application No.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  






 


Non-U.S. Patents


 


	
  Country

  	
   

  	
  Licensor Name

  and Address

  	
   

  	
  Date of License/

  Sublicense

  	
   

  	
  Issue Date

  	
   

  	
  Non-U.S.

  Patent No.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


Non-U.S. Patent Applications


 


	
  Country

  	
   

  	
  Licensor Name

  and Address

  	
   

  	
  Date of License/

  Sublicense

  	
   

  	
  Date Filed

  	
   

  	
  Application

  No.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


C.  Trademarks


 


[List U.S.
trademark nos. and U.S. trademark application nos. in numerical order.  List non-U.S. trademark nos. and non-U.S.
application nos. with trademark nos. within each country in numerical order.]


 


U.S. Trademarks


 


	
  Licensor Name

  and Address

  	
   

  	
  Date of License/

  Sublicense

  	
   

  	
  U.S. Mark

  	
   

  	
  Reg. Date

  	
   

  	
  Reg. No.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 





















 


U.S. Trademark Applications


 


	
  Licensor Name

  and Address

  	
   

  	
  Date of License/

  Sublicense

  	
   

  	
  U.S. Mark

  	
   

  	
  Date Filed

  	
   

  	
  Application No.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


Non-U.S. Trademarks


 


	
  Country

  	
   

  	
  Licensor Name

  and Address

  	
   

  	
  Date of License/

  Sublicense

  	
   

  	
  Non-U.S.

  Mark

  	
   

  	
  Reg. Date

  	
   

  	
  Reg. No.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


Non-U.S. Trademark Applications


 


	
  Country

  	
   

  	
  Licensor Name

  and Address

  	
   

  	
  Date of License/

  Sublicense

  	
   

  	
  Non-U.S.

  Mark

  	
   

  	
  Date

  Filed

  	
   

  	
  Application

  No.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


D.  Others


 


	
  Licensor Name and Address

  	
   

  	
  Date of License/

  Sublicense

  	
   

  	
  Subject Matter

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 





















 


PATENTS OWNED BY [NAME OF
GRANTOR]


 


[Make a
separate page of Schedule III for each Grantor and state if no patents are
owned.  List in numerical order by Patent
No./Patent Application No.]


 


U.S. Patent Registrations


 




	
  Patent Numbers

  	
   

  	
  Issue Date

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  






 


U.S. Patent Applications


 




	
  Patent Application No.

  	
   

  	
  Filing Date

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  






 


Non-U.S. Patent Registrations


 


[List in
alphabetical order by country/numerical order by Patent No. within each
country]


 




	
  Country

  	
   

  	
  Issue Date

  	
   

  	
  Patent No.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  






 


Non-U.S. Patent Registrations


 


[List in
alphabetical order by country/numerical order by Application No. within each
country]


 




	
  Country

  	
   

  	
  Filing Date

  	
   

  	
  Patent Application No.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  






 





















 


TRADEMARK/TRADE
NAMES OWNED BY [NAME OF GRANTOR]


 


[Make a
separate page of Schedule III for each Grantor and state if no
trademarks/trade names are owned.  List
in numerical order by trademark registration/application no.]


 


U.S. Trademark Registrations


 


	
  Mark

  	
   

  	
  Reg. Date

  	
   

  	
  Reg. No.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


U.S. Trademark
Applications


 


	
  Mark

  	
   

  	
  Filing Date

  	
   

  	
  Application No.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


State Trademark Registrations


 


[List in
alphabetical order by state/numerical order by trademark no. within each state]


 


	
  State

  	
   

  	
  Mark

  	
   

  	
  Filing Date

  	
   

  	
  Application No.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


Non-U.S. Trademark Registrations


 


[List in
alphabetical order by country/numerical order by trademark no. within each
country]


 


	
  Country

  	
   

  	
  Mark

  	
   

  	
  Reg. Date

  	
   

  	
  Reg. No.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


















 


Non-U.S. Trademark Applications


 


[List in
alphabetical order by country/numerical order by application no.]


 


	
  Country

  	
   

  	
  Mark

  	
   

  	
  Application Date

  	
   

  	
  Application No.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


Trade Names


 


	
  Country(s) Where Used

  	
   

  	
  Trade Names

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  



 





















 


Schedule V to


the Guarantee and


Collateral Agreement


 


COMMERCIAL TORT CLAIMS


 





















 


SUPPLEMENT NO.      dated
as of [  ], to the Guarantee and
Collateral Agreement dated as of August 20, 2004, among, US ONCOLOGY,
INC., a Delaware corporation (the “Borrower”),
US ONCOLOGY HOLDINGS, INC., a Delaware corporation (“Holdings”), each
subsidiary of the Borrower listed on Schedule I thereto (each such subsidiary
individually a “Subsidiary
Guarantor” and
collectively, the “Subsidiary
Guarantors”; the
Subsidiary Guarantors, Holdings and the Borrower are referred to collectively
herein as the “Grantors”)
and JPMORGAN CHASE BANK, a New York banking corporation (“JPMCB”), as Collateral Agent (in
such capacity, the “Collateral
Agent”).


 


A.  Reference is made to the Credit Agreement
dated as of August 20, 2004 (as amended, supplemented or otherwise
modified from time to time, the “Credit Agreement”), among the Borrower,
Holdings, the lenders from time to time party thereto, JPMCB, as Administrative
Agent, Wachovia Bank, National Association, as Syndication Agent and Citicorp
North America, Inc., as Documentation Agent.


 


B.  Capitalized terms used in this Agreement and
not otherwise defined in this Agreement shall have the meanings assigned to
such terms in the Credit Agreement and the Collateral Agreement referred to
therein.


 


C.  The Grantors have entered into the Collateral
Agreement in order to induce the Lenders to make Loans and the Issuing Bank to
issue Letters of Credit.  Section 7.14 of
Collateral Agreement provides that additional Subsidiaries of the Borrower may
become Subsidiary Loan Parties under the Collateral Agreement by execution and
delivery of an instrument in the form of this Supplement.  The undersigned Subsidiary (the “New
Subsidiary”) is executing this Supplement in accordance with the
requirements of the Credit Agreement to become a Subsidiary Loan Party under
the Collateral Agreement in order to induce the Lenders to make additional
Loans and the Issuing Bank to issue additional Letters of Credit and as
consideration for Loans previously made and Letters of Credit previously
issued.


 


Accordingly,
the Collateral Agent and the New Subsidiary agree as follows:


 


SECTION
1.  In accordance with Section 7.14
of the Collateral Agreement, the New Subsidiary by its signature below becomes
a Subsidiary Loan Party, Grantor and Guarantor under the Collateral Agreement
with the same force and effect as if originally named therein as a Subsidiary
Loan Party and the New Subsidiary hereby (a) agrees to all the terms and
provisions of the Collateral Agreement applicable to it as a Subsidiary Loan
Party, Grantor and Guarantor thereunder and (b) represents and warrants
that the representations and warranties made by it as a Grantor and Guarantor
thereunder are true and correct on and as of the date hereof.  In furtherance of the foregoing, the New


 





















 


Subsidiary, as security for the
payment and performance in full of the Obligations (as defined in the
Collateral Agreement), does hereby create and grant to the Collateral Agent,
its successors and assigns, for the ratable benefit of the Secured Parties,
their successors and assigns, a security interest in and lien on all the New
Subsidiary’s right, title and interest in and to the Collateral (as defined in
the Collateral Agreement) of the New Subsidiary.  Each reference to a “Guarantor” or “Grantor”
in the Collateral Agreement shall be deemed to include the New Subsidiary.  The Collateral Agreement is hereby
incorporated in this Agreement by reference.


 


SECTION
2.  The New Subsidiary represents and
warrants to the Collateral Agent and the other Secured Parties that this
Supplement has been duly authorized, executed and delivered by it and
constitutes its legal, valid and binding obligation, enforceable against it in
accordance with its terms.


 


SECTION
3.  This Supplement may be executed in
counterparts, each of which shall constitute an original, but all of which when
taken together shall constitute a single contract.  This Supplement shall become effective when
the Collateral Agent shall have received a counterpart of this Supplement that
bears the signature of the New Subsidiary and the Collateral Agent has executed
a counterpart hereof.  Delivery of an
executed signature page to this Supplement by facsimile transmission shall be
as effective as delivery of a manually signed counterpart of this Supplement.


 


SECTION
4.  The New Subsidiary hereby represents
and warrants that set forth under its signature hereto, is (i) the true
and correct legal name of the New Subsidiary, (ii) its jurisdiction of
formation, (iii) its Federal Taxpayer Identification Number or its
organizational identification number and (iv) the location of its chief
executive office.


 


SECTION
5.  Except as expressly supplemented
hereby, the Collateral Agreement shall remain in full force and effect.


 


SECTION
6.  THIS SUPPLEMENT SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


 


SECTION
7.  Any provision of this Supplement held
to be invalid, illegal or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such invalidity, illegality or
unenforceability without affecting the validity, legality and enforceability of
the remaining provisions hereof and in the Collateral Agreement; the invalidity
of a particular provision in a particular jurisdiction shall not invalidate
such provision in any other jurisdiction. 
The parties shall endeavor in good-faith negotiations to replace the
invalid, illegal or unenforceable provisions with valid provisions the economic
effect of which comes as close as possible to that of the invalid, illegal or
unenforceable provisions.


 


SECTION
8.  All communications and notices
hereunder shall be in writing and given as provided in Section 7.01 of the
Collateral Agreement.


 


2





















 


SECTION
9.  The New Subsidiary agrees to
reimburse the Collateral Agent for its reasonable out-of-pocket expenses in
connection with this Supplement, including the reasonable fees, other charges
and disbursements of counsel for the Collateral Agent.


 


IN WITNESS
WHEREOF, the New Subsidiary and the Collateral Agent have duly executed this
Supplement to the Collateral Agreement as of the day and year first above
written.


 


	
   

  	
  [NAME OF NEW SUBSIDIARY],

  
	
   

  	
   

  
	
   

  	
   

  	
  by

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Legal Name:

  
	
   

  	
   

  	
  Jurisdiction of Formation:

  
	
   

  	
   

  	
  Location of Chief Executive office:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  JPMORGAN CHASE BANK,

  AS COLLATERAL AGENT,

  
	
   

  	
   

  
	
   

  	
   

  	
  by

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
					



 


3





















 


Schedule I


to the Supplement No      to the


Guarantee and


Collateral Agreement


 


LOCATION OF COLLATERAL


 




	
  Description

  	
   

  	
  Location

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  






 


EQUITY INTERESTS


 


	
  Issuer

  	
   

  	
  Number of

  Certificate

  	
   

  	
  Registered Owner

  	
   

  	
  Number and Class of Equity Interests

  	
   

  	
  Percentage of Equity Interests

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


DEBT SECURITIES


 


	
  Issuer

  	
   

  	
  Principal Amount

  	
   

  	
  Date of Note

  	
   

  	
  Maturity Date

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


INTELLECTUAL PROPERTY


 


I.              Copyrights


 


	
  Registered Owner

  	
   

  	
  Title

  	
   

  	
  Registration

  Number

  	
   

  	
  Expiration

  Date

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


II.            Copyright Applications


 


	
  Registered Owner

  	
   

  	
  Title

  	
   

  	
  Registration

  Number

  	
   

  	
  Date

  Filed

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 





















 


III.           Copyright Licenses


 


	
  Licensee

  	
   

  	
  Licensor

  	
   

  	
  Title

  	
   

  	
  Registration

  Number

  	
   

  	
  Expiration

  Date

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


IV.           Patents


 


	
  Registered Owner

  	
   

  	
  Mark

  	
   

  	
  Registration

  Number

  	
   

  	
  Expiration

  Date

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


V.            Patent Applications


 


	
  Registered Owner

  	
   

  	
  Mark

  	
   

  	
  Registration

  Number

  	
   

  	
  Date

  Filed

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


VI.           Patent Licenses


 


	
  Licensee

  	
   

  	
  Licensor

  	
   

  	
  Mark

  	
   

  	
  Registration

  Number

  	
   

  	
  Expiration

  Date

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


VII.          Trademarks


 


	
  Registered Owner

  	
   

  	
  Type

  	
   

  	
  Registration

  Number

  	
   

  	
  Expiration

  Date

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


2





















 


VIII.        Trademark Applications


 


	
  Registered Owner

  	
   

  	
  Type

  	
   

  	
  Registration

  Number

  	
   

  	
  Date

  Filed

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


 


IX.           Trademark Licenses


 


	
  Licensee

  	
   

  	
  Licensor

  	
   

  	
  Type

  	
   

  	
  Registration

  Number

  	
   

  	
  Expiration

  Date

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


3





















 


FORM OF PERFECTION CERTIFICATE


 


Reference is
made to the Credit Agreement dated as of August 20, 2004 (as amended,
supplemented or otherwise modified from time to time, the “Credit Agreement”), among US
Oncology Holdings, Inc. (“Holdings”),
US Oncology, Inc. (the “Borrower”),
the lenders from time to time party thereto, JPMorgan Chase Bank, as
Administrative Agent, Wachovia Bank, National Association, as Syndication
Agent, and Citicorp North America, Inc., as Documentation Agent.  Capitalized terms used but not defined in
this Agreement have the meanings assigned in the Credit Agreement or the
Collateral Agreement referred to therein, as applicable.


 


The
undersigned, a Financial Officer and a legal officer, respectively, of the
Borrower, hereby certify to the Administrative Agent and each other Secured
Party as follows:


 


SECTION
1.  Names.  (a)  Attached hereto as Schedule 1A is (i) the
exact legal name of each Grantor as such name appears in its respective
certificate or document of formation, (ii) each other legal name such Grantor
has had in the past five years, including the date of the relevant name change,
and (iii) each other name, including trade names and similar appellations, such
Grantor or any of its divisions or other business units has used in connection
with the conduct of its business or the ownership of its properties at any time
during the past five years.


 


(b)  Except as set forth on Schedule 1B
hereto, no Grantor has changed its identity or business structure in any way
within the past five years.  Changes in
identity and business structure include mergers, acquisitions and
consolidations, as well as any change in form, nature or jurisdiction of
formation.  If any merger, acquisition or
consolidation has occurred, Schedule 1B sets forth the information required by
Sections 1 and 2 of this certificate as to each acquiree and each other
constituent party to such merger, acquisition or consolidation.


 


(c)  Attached hereto as Schedule 1C is
the (i) jurisdiction of formation of each Grantor that is a registered
organization, (ii) organizational identification number, if any, (iii) address
(including the county) of the chief executive office of such Grantor and (iv) the
federal taxpayer identification number of each Grantor.


 


SECTION
2.  Locations.  (a) 
Attached hereto as Schedule 2A is a list of all real property held
by each Grantor, whether owned or leased, the name of the Grantor that owns or
leases said property.  Copies of any
deeds, title insurance policies, surveys and other records relating to the real
property listed on Schedule 2A have been delivered to the Administrative
Agent.


 


(b)  Attached hereto as Schedule 2B is (i)
the name and address of any Person other than a Grantor that has possession of
any Collateral (indicating whether such Person holds such Collateral subject to
a Lien (including, but not limited to, warehousemen’s, mechanics’ and other
statutory liens)) and (ii) any other addresses


 





















 


where a Grantor maintains a
place of business or any Collateral (other than Accounts and General
Intangibles) not otherwise identified on Schedule 1C, Schedule 2A or Schedule
2B.


 


SECTION
3.  Unusual Transactions. 
All Accounts have been originated, and all Inventory has been acquired,
by the Grantors in the ordinary course of business.


 


SECTION
4.  File Search Reports.  File search reports have been obtained
from the (a) Uniform Commercial Code (“UCC”) filing office related to
each location of a Grantor identified in Schedules 1C, 2A and 2B (other than
locations identified pursuant to clause (i) of Section 2(b) and (b) county
recorder’s office related to the county where each Mortgaged Property is
located.  The search reports obtained
pursuant to this Section 4 reflect no liens against any of the Collateral
or any Mortgaged Property other than those liens permitted under the Credit
Agreement.


 


SECTION
5.  UCC Filings.  UCC financing statements have been prepared
for filing in the appropriate (a) UCC filing office related to the
jurisdiction of formation for each Grantor and (b) county recorder’s office
related to the county where each Mortgaged Property is located.  Attached hereto as Schedule 5 is a true and
correct list of each such filing and the UCC filing office or county recorder’s
office in which such filing is to be made.


 


SECTION
6.  Equity Interests. 
Attached hereto as Schedule 6 is a true and correct list of all the
Equity Interests owned by Holdings and each subsidiary of Holdings (including
the Borrower), specifying the Grantor, issuer and certificate number of, and
the number and percentage of ownership represented by, such Equity Interests.


 


SECTION
7.  Debt Instruments.  Attached hereto as Schedule 7 is a true and
correct list of all debt instruments and other indebtedness held by Holdings
and each subsidiary of Holdings (including the Borrower), specifying any
promissory notes or intercompany notes evidencing such debt instruments or
indebtedness.


 


SECTION
8.  Advances and Transfers.  Attached hereto as
Schedule 8 is a true and correct list of all (a) advances made by (i) Holdings
to the Borrower or any Subsidiary, (ii) the Borrower to Holdings or any
Subsidiary and (iii) any Subsidiary to Holdings, the Borrower or any other
Subsidiary, in each case other than those identified on Schedule 7, which
advances will be, on and after the date hereof, evidenced by one or more
intercompany notes pledged to the Administrative Agent under the Collateral
Agreement and (b) unpaid intercompany transfers of goods sold and delivered by
the Borrower to any Subsidiary or by any Subsidiary to any other Subsidiary.


 


SECTION
9.  Mortgage Filings. 
Attached hereto as Schedule 9 is a true and correct list, with
respect to each Mortgaged Property, of the (a) exact name of the Person that
owns such property as such name appears in its certificate of formation,
(b) if different from the name identified pursuant to clause (a),
exact name of the current record owner of such property as such name appears in
the records of the county recorder’s office for such property identified
pursuant to the following clause and (c) county 


 





















 


recorder’s office in which a
Mortgage with respect to such property must be filed or recorded in order for
the Administrative Agent to obtain a perfected security interest therein.


 


SECTION
10.  Intellectual Property. 
Attached hereto as Schedule 10, in proper form for filing with the
United States Patent and Trademark Office or the United States Copyright
Office, as applicable, is a true and correct list of each Grantor’s (i)
Copyrights, Copyright Applications and Copyright Licenses, (ii) Patents, Patent
Applications and Patent Licenses and (iii) Trademarks, Trademark Applications
and Trademark Licenses, in each case including the name of the registered owner,
registration number, expiration date, a brief description thereof and, if
applicable, the licensee and licensor.


 


SECTION
11.  Commercial Tort Claims. 
Attached hereto as Schedule 11 is a true and correct list of commercial
tort claims held by any Grantor, including a brief description thereof.


 


SECTION
12.  Deposit Accounts. 
Attached hereto as Schedule 12 is a true and correct list of deposit
accounts maintained by each Grantor, including the name and address of the
depositary institution, the type of account and the account number.


 





















 


IN WITNESS
WHEREOF, the undersigned have duly executed this certificate on this
[    ] day of [•], 2004.


 


	
   

  	
  US Oncology,
  Inc.,

  
	
   

  	
   

  
	
   

  	
  by

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:
  Financial Officer

  



 


	
   

  	
  US Oncology,
  Inc.,

  
	
   

  	
   

  
	
   

  	
  by

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title: Legal
  Officer

  



 





















 


Schedule 1A


 


Names


 


	
  Grantor’s Exact Legal Name

  	
   

  	
  Former Names

  (Including Date of Change)

  	
   

  	
  Other Names

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 





















 


Schedule 1C


 


Jurisdiction
of Formation, Organizational Identification Number

and Chief Executive Office Address


 


	
  Grantor

  	
   

  	
  Jurisdiction of

  Formation

  	
   

  	
  Organizational

  IdentificationNumber 

  (If Any)

  	
   

  	
  Chief Executive Office Address 

  (Including County)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 





















 


Schedule 2A


 


Location of Owned or Leased Real Property


 


I.              Owned Real Properties


 


	
  Property Address

  	
   

  	
  Grantor

  	
   

  	
  Fair Market Value

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


II.            Leased Real Properties


 


	
  Property Address

  	
   

  	
  Grantor

  	
   

  	
  Fair Market Value

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 





















 


Schedule 2B


 


Other Persons
and

Other Addresses


 


I.              Other Persons Who Hold
Collateral


 


	
  Grantor

  	
   

  	
  Addresses of Other Persons Who Hold Collateral (Including County)(1)

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  



 










(1)Indicate (a) addresses where chattel paper is kept with an asterisk
(“*”) and (b) addresses where Collateral (other than Accounts Receivable and
General Intangibles) is kept with a dagger (“†”).


 


II.            Grantors’ Other Addresses


 


	
  Grantor

  	
   

  	
  Other Addresses(2)

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  



 










(2)Indicate
Persons that hold Collateral subject to a Lien (including, but not limited to,
warehousemen’s, mechanics’ and other statutory liens) with a double asterisk
(“**”).


 





















 


Schedule 5


 


UCC Filings


 


	
  Grantor/Mortgaged Property

  	
   

  	
  UCC Filing Office/County Recorder’s Office

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  



 





















 


Schedule 6


 


Equity
Interests


 


	
  Grantor

  	
   

  	
  Issuer

  	
   

  	
  Certificate

  Number

  	
   

  	
  Number of

  Equity

  Interests

  	
   

  	
  Percentage of 

  Ownership

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 





















 


Schedule 7


 


Debt
Instruments


 


	
  Creditor

  	
   

  	
  Debtor

  	
   

  	
  Type

  	
   

  	
  Amount

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 





















 


Schedule 8


 


Advances and
Transfers


 


I.              Advances


 


	
  Creditor

  	
   

  	
  Debtor

  	
   

  	
  Type

  	
   

  	
  Amount

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


II.            Transfers


 


	
  Transferor

  	
   

  	
  Transferee

  	
   

  	
  Goods

  	
   

  	
  Amount

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 





















 


Schedule 9


 


Mortgaged
Property


 


I.              Owned Properties


 


	
  Grantor

  	
   

  	
  Record Owner

  	
   

  	
  Address

  	
   

  	
  County

  Recorder’s Office

  	
   

  	
  Value

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


II.            Leased Properties


 


	
  Grantor

  	
   

  	
  Record Owner

  	
   

  	
  Address

  	
   

  	
  County

  Recorder’s Office

  	
   

  	
  Value

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 





















 


Schedule 10


 


Intellectual
Property


 


I.              Copyrights


 


	
  Registered Owner

  	
   

  	
  Title

  	
   

  	
  Registration

  Number

  	
   

  	
  Expiration

  Date

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


II.            Copyright Applications


 


	
  Registered Owner

  	
   

  	
  Title

  	
   

  	
  Registration

  Number

  	
   

  	
  Date

  Filed

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


III.           Copyright Licenses


 


	
  Licensee

  	
   

  	
  Licensor

  	
   

  	
  Title

  	
   

  	
  Registration

  Number

  	
   

  	
  Expiration

  Date

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


IV.           Patents


 


	
  Registered Owner

  	
   

  	
  Mark

  	
   

  	
  Registration

  Number

  	
   

  	
  Expiration

  Date

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 





















 


V.            Patent Applications


 


	
  Registered Owner

  	
   

  	
  Mark

  	
   

  	
  Registration Number

  	
   

  	
  Date Filed

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


VI.           Patent Licenses


 


	
  Licensee

  	
   

  	
  Licensor

  	
   

  	
  Mark

  	
   

  	
  Registration Number

  	
   

  	
  Expiration Date

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


VII.          Trademarks


 


	
  Registered Owner

  	
   

  	
  Type

  	
   

  	
  Registration Number

  	
   

  	
  Expiration Date

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


VIII.        Trademark Applications


 


	
  Registered Owner

  	
   

  	
  Type

  	
   

  	
  Registration Number

  	
   

  	
  Date Filed

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


IX.           Trademark Licenses


 


	
  Licensee

  	
   

  	
  Licensor

  	
   

  	
  Type

  	
   

  	
  Registration Number

  	
   

  	
  Expiration Date

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 





















 


Schedule 12


 


Commercial
Tort Claims


 


	
  Grantor/Plaintiff

  	
   

  	
  Defendant

  	
   

  	
  Description

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 





















 


Schedule 13


 


Deposit
Accounts


 


	
  Grantor

  	
   

  	
  Depositary Institution

  (Including Address)

  	
   

  	
  Type of Account

  	
   

  	
  Account Number